In the determination of whether or not the Code applies, it is the nature of the company which is the offeree or potential offeree company, or in which control (as defined) may change, that is relevant.

The Code applies where the offeree company is a public company, whether or not listed on The Stock Exchange, and to statutory corporations, which are or are deemed to be resident in the Republic of South Africa. It also applies where the offeree company is a private company which is or which is deemed to be so resident, but only where the shareholders' interests valued at the offer price, and the shareholders' loan capital, exceed R5 000 000 and there is more than ten beneficial shareholders, provided that the Executive Director may exempt any particular transaction affecting a private company if satisfied that there can be no prejudice to minority shareholders.

A company shall be deemed to be resident in the Republic of South Africa if it is incorporated or registered here, or has its head office and/or place of central management here.

The Panel appreciates that the application of the provisions of the Code may not be appropriate to all companies or corporations in the categories referred to above, and will therefore, apply the Code with a degree of flexibility where the circumstances demand.