What is an Affected Company?
An affected company is a public or state-owned company, or a private company that is considered a regulated company.
An affected company is a regulated company or a private company that is a subsidiary of a regulated company.
The following are regulated companies:
Public Companies ("LTD")
State-Owned Companies ("SOC") (unless exempt)
Private Companies ("PTY") if they are subject to the same regulations as per their Memorandum of Incorporation (“MOI”) or have transferred more than 10% of their issued shares (unless between related or inter-related persons) less than 2 years before engaging in an affected transaction.
A subsidiary is a company that is owned or controlled by another company or trust in the form of direct or indirect ownership, majority voting rights, or the ability to appoint the directors who control the company.
A related person is an individual who is in a close relationship with or family of another person, or a juristic person (e.g. company or trust) that has significant control over another person. An inter-related person is someone who is related to a related person.
An affected transaction is difficult to define but can be summarised as the following:
Disposal of all or the greater part of the assets or business of a regulated company (unless as part of business rescue).
An amalgamation or merger involving at least one regulated company (unless as part of business rescue).
A scheme of arrangement between a regulated company and its shareholders (unless as part of business rescue).
The acquisition or intention to acquire a beneficial interest in the voting shares of a regulated company.
The announced intention to acquire a beneficial interest in the remaining voting securities of a regulated company.
A mandatory offer or compulsory acquisition.
An affected company is a regulated company or a private company that is a subsidiary of a regulated company.
What is a regulated company?
The following are regulated companies:
Public Companies ("LTD")
State-Owned Companies ("SOC") (unless exempt)
Private Companies ("PTY") if they are subject to the same regulations as per their Memorandum of Incorporation (“MOI”) or have transferred more than 10% of their issued shares (unless between related or inter-related persons) less than 2 years before engaging in an affected transaction.
What is a subsidiary?
A subsidiary is a company that is owned or controlled by another company or trust in the form of direct or indirect ownership, majority voting rights, or the ability to appoint the directors who control the company.
What is a related (or inter-related) person?
A related person is an individual who is in a close relationship with or family of another person, or a juristic person (e.g. company or trust) that has significant control over another person. An inter-related person is someone who is related to a related person.
What is an affected transaction?
An affected transaction is difficult to define but can be summarised as the following:
Disposal of all or the greater part of the assets or business of a regulated company (unless as part of business rescue).
An amalgamation or merger involving at least one regulated company (unless as part of business rescue).
A scheme of arrangement between a regulated company and its shareholders (unless as part of business rescue).
The acquisition or intention to acquire a beneficial interest in the voting shares of a regulated company.
The announced intention to acquire a beneficial interest in the remaining voting securities of a regulated company.
A mandatory offer or compulsory acquisition.
Updated on: 25/08/2023
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