COMPANIES BILL - Department of Trade and Industry

101(a) the property of each amalgamating or merging company becomes property ofthe newly amalgamated, or surviving merged, company or companies; and(b) each newly amalgamated, or surviving merged, company is liable for all of theobligations of every amalgamating or merging company subject to subsection(8), the requirements of section 113(1), and any provision of the mergeragreement, or any other agreement.(8) If, as a consequence of an amalgamation or merger, any property that is registeredin terms of any public regulation is to be transferred from an amalgamating or mergingcompany to an amalgamated or merged company—(a) a copy of the amalgamation or merger agreement, together with a copy of thefiled notice of amalgamation or merger, constitutes sufficient evidence for thekeeper of the relevant property registry to effect a transfer of the registrationof that property; and(b)no transfer fee or tax is payable with respect to the transfer of the property orthe registration of the property, except to the extent expressly otherwiseprovided in any public regulation.(9) If, with respect to a transaction involving a company that is regulated in terms ofthe Banks Act, there is a conflict between a provision of subsection (7) and a provisionof section 54 of that Act, the provisions of that Act prevail.Part B5101520Authority of Panel and Takeover RegulationsDefinitions applicable to this Part, Part C and Takeover Regulations117. (1) In this Part, Part C, and in the Takeover Regulations—(a) ‘‘acquisition’’ includes an acquisition by a regulated company of its ownsecurities as contemplated in section 48, but does not include the return of any 25securities of a regulated company to that company pursuant to the exercise ofappraisal rights in terms of section 164;(b) ‘‘act in concert’’ means any action pursuant to an agreement between oramong two or more persons, in terms of which any of them co-operate for thepurpose of entering into or proposing an affected transaction or offer; 30(c) ‘‘affected transaction’’ means—(i) a transaction or series of transactions amounting to the disposal of all orthe greater part of the assets or undertaking of a regulated company, ascontemplated in section 112, subject to section 118(3);(ii) an amalgamation or merger, as contemplated in section 113, if it involvesat least one regulated company, subject to section 118(3);35(iii) a scheme of arrangement between a regulated company and itsshareholders, as contemplated in section 114, subject to section 118(3);(iv) the acquisition of, or announced intention to acquire, a beneficial interestin any voting securities of a regulated company to the extent and in thecircumstances contemplated in section 122(1);40(v) the announced intention to acquire a beneficial interest in the remainingvoting securities of a regulated company not already held by a person orpersons acting in concert;(vi) a mandatory offer contemplated in section 123; or45(vii) compulsory acquisition contemplated in section 124;(d) ‘‘Executive Director’’ means the person appointed under section 200;(e) ‘‘holder’’ includes a person who holds a beneficial interest in any securities ofa regulated company;(f) ‘‘offer’’, when used as a noun, means a proposal of any sort, including apartial offer, which, if accepted, would result in an affected transaction otherthan such a transaction that is exempted in terms of section 118(3);50(g) ‘‘offer period’’ means the period from the time when an announcement ismade or ought to have been made, of a proposed or possible offer until the firstclosing date or, if later, the date when the offer becomes or is declaredunconditional as to acceptances or lapses;55(h) ‘‘partial offer’’ means an offer that, if fully accepted, would result in theofferor, alone or together with a related or inter-related person, or a person