Companies Act, 2008 (Act No. 71 of 2008)

Regulations

Purchase

See section 117(1)(h)(i), 119(6), 120 and 125

(1)	A partial offer is exempt from compliance with Part B and Part C of Chapter 5 of the Act and this Chapter—

(a)

if—

(i)	when making the offer, the offeror beneficially holds securities of a class entitling the offeror to exercise less than the prescribed percentage of voting rights; and

(ii)	the offer is limited to a number of the relevant securities; and

(iii)

if the offer is successfully completed, the offeror will still be able to exercise less than the prescribed percentage of voting rights; or

(b)

if—

(i)	when making the offer, the offeror holds securities entitling the offeror to exercise voting rights equal to or in excess of the prescribed percentage, but less than 100% of the voting rights; and

(ii)	the offer is made for less than all the remaining securities of the class; and

(iii)

if the offer is successfully completed, the offeror would still be able to exercise less than 100% of the voting rights.

(2)	In sub-regulation (3), "partial offer percentage" means the percentage of securities of a particular class, which must be less than 100 percent of those securities, that the offeror offers to acquire on a pro rata basis from all holders of that class of securities.

(3)	If, in response to a partial offer, a holder of securities tenders a number of securities—

(a)	equal to or less than the partial offer percentage, the offeror must accept the tender in full; or

(b)	greater than the partial offer percentage, the offeror must accept—

(i)	that number of securities in full equal to the partial offer percentage; and

(ii)	part or all of the excess tendered balance accepted on an equitable basis, provided that the aggregate of the acceptances shall not exceed the partial offer percentage.