COMPANIES BILL - Department of Trade and Industry

87(d) if it is a rights offer that satisfies the requirements of item 3 of Schedule 3,and—(i) an exchange has granted or has agreed to grant a listing for the securitiesthat are the subject of the offer; and(ii) the rights offer complies with any relevant requirements of that exchangeat the time the offer is made;(e) if the offer is made only to a director or prescribed officer of the company, ora person related to a director or prescribed officer, unless the offer isrenounceable in favour of a person who is not a director or prescribed officerof the company or a person related to a director or prescribed officer;(f) if it pertains to an employee share scheme that satisfies the requirements ofsection 97; or(g) if it is an offer, or one of a series of offers, for subscription, made in writing,and—(i) no offer in the series is accompanied by or made by means of anadvertisement and no selling expenses are incurred in connection withany offer in the series;(ii) the issue of securities under any one offer in the series is finalised withinsix months after the date that the offer was first made;(iii) the offer, or series of offers in aggregate, is or are accepted by amaximum of fifty persons acting as principals;(iv) the subscription price, including any premium, of the securities issued inrespect of the series of offers, does not exceed, in aggregate, the amountprescribed in terms of subsection (2)(a); and(v) no similar offer, or offer in a series of offers, has been made by thecompany within the period prescribed in terms of subsection (2)(b)immediately before the offer, or first of a series of offers, as the case maybe.(2) The Minister, by notice in the Gazette, may prescribe—(a) a value of not less than R100 000, to be the minimum value for the purposesof subsection (1)(b) and the maximum value for the purposes of subsection(1)(g)(iv); and(b) a minimum period for the purposes of subsection (1)(g)(v), which must not beless than six months.Standards for qualifying employee share schemes510152025303597. (1) An employee share scheme qualifies for exemptions contemplated in sections41(2)(d), 44(2)(c)(i) or 45(2)(c)(i), this Chapter or Schedule 3, if—(a) the company has—(i) appointed a compliance officer for the scheme to be accountable to thedirectors of the company;40(ii) states in its annual financial statements the number of specified sharesthat it has allotted during that financial year in terms of its employeeshare scheme; and(b) the compliance officer has complied with the requirements of subsection (2).(2) A compliance officer who is appointed in respect of any employee share scheme— 45(a) is responsible for the administration of that scheme;(b) must provide a written statement to any employee who receives an offer ofspecified shares in terms of that employee scheme, setting out—(i) full particulars of the nature of the transaction, including the risksassociated with it;50(ii) information relating to the company, including its latest annual financialstatements, the general nature of its business and its profit history overthe last three years; and(iii) full particulars of any material changes that occur in respect of anyinformation provided in terms of subparagraph (i) or (ii);55(c) ensure that copies of the documents containing the information referred to inparagraph (b) are filed within 20 business days after the employee sharescheme has been established; and(d) file a certificate within 60 business days after the end of each financial year,certifying that the compliance officer has complied with the obligations in 60terms of this section during the past financial year.