COMPANIES BILL - Department of Trade and Industry

(ii)105(aa) to the extent that the person has the entire, or a partial or shared,beneficial interest in any securities, those interests must beaggregated, irrespective of the nature of the person’s interest; and(bb) any securities that may be acquired by the person if they exercisedany options, conversion privileges or similar rights, are to beincluded; andany other person, any securities that may be acquired by that other personif they exercised any options, conversion privileges or similar rights, areto be excluded.5Mandatory offers123. (1) In this section, ‘‘prescribed percentage’’ means the percentage prescribedby the Minister in terms of subsection (5).(2) This section applies if—(a) either—(i) a regulated company reacquires any of its voting securities as contemplatedin section 48; or(ii) a person acting alone has, or two or more related or inter-related persons,or two or more persons acting in concert, have, acquired a beneficialinterest in any voting securities issued by a regulated company;(b) before that acquisition a person was, or persons contemplated in paragraph(a)(ii) together were, able to exercise less than the prescribed percentage of all(c)the voting rights attached to securities of that company; andas a result of that acquisition, together with any other securities of thecompany already held by the person or persons contemplated in paragraph(a)(ii), they are able to exercise at least the prescribed percentage of all thevoting rights attached to securities of that company.(3) Within one day after the date of a completed acquisition contemplated insubsection (2), the person or persons in whom the prescribed percentage, or more, of thevoting securities beneficially vests must give notice in the prescribed manner to theholders of the remaining securities, including in that notice—(a)(b)a statement that they are in a position to exercise at least the prescribedpercentage of all the voting rights attached to securities of that regulatedcompany; andoffering to acquire any remaining such securities on terms determined inaccordance with this Act and the Takeover Regulations.(4) Within one month after giving notice in terms of subsection (3), the person orpersons contemplated in subsection (2) must deliver a written offer, in compliance withthe Takeover Regulations, to the holders of the remaining securities of that company, toacquire those securities on the terms contemplated in subsection (3)(b).(5) For the purposes contemplated in this section, the Minister, on the advice of thePanel, may prescribe a percentage of not more than 35% of the voting securities of acompany.10152025303540Compulsory acquisitions and squeeze out124. (1) If, within four months after the date of an offer for the acquisition of any classof securities of a regulated company, that offer has been accepted by the holders of atleast 90% of that class of securities, other than any such securities held before the offerby the offeror, a related or inter-related person, or persons acting in concert, or a nomineeor subsidiary of any such person or persons—(a) within two further months, the offeror may notify the holders of the remainingsecurities of the class, in the prescribed manner and form—(i) that the offer has been accepted to that extent; and(ii) that the offeror desires to acquire all remaining securities of that class;(b)andsubject to subsection (2), after giving notice in terms of paragraph (a), theofferor is entitled, and bound, to acquire the securities concerned on the sameterms that applied to securities whose holders accepted the original offer.(2) Within 30 business days after receiving a notice in terms of subsection (1)(a), aperson may apply to a court for an order—455055