25.4 THE TAKEOVER REGULATION PANEL
The law in regard to the Takeover Regulation Panel (TRP) and all the situations requiring involvement from the panel is highly complex and in the case of private companies somewhat of a surprise. It is not the intention to deal with the Takeover Regulation Panel in detail but to deal only with the situation where private companies fall within the scope of the TRP regulations. Where a private company is defined as regulated and has an affected transaction the compliance required is onerous and costly.
One needs to ask the question in regard to this part of the law - was it really necessary to apply this complex and costly compliance to the smaller company as one of the reasons given for the new company’s act was to make the administration burden easier and quicker? The TRP charges R3420 per hour for work done.
For more information on the Takeover Regulation Panel refer to their website www.trpanel.co.za
“The Companies Act 71 of 2008 (the Act) which became effective on 1 May 2011 brings about new changes in the regulation of mergers and takeovers of companies. The Act created the Takeover Regulation Panel (TRP) in terms of section 196 to replace the Securities Regulation Panel (the SRP) which was established in accordance with Chapter XVA of the Companies Act No. 61 of 1973.”
“The TRP will perform the same functions as those which were performed by the SRP. In terms of section 201 of the Act, the TRP is responsible to:
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Regulate affected transactions and offers (as defined in the Act);
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Investigate complaints with respect to affected transactions and offers;
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Apply for a court order to wind up a company in appropriate circumstances;
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Consult with the Minister is respect of additions, deletions or amendments to the Takeover Regulations.”
S 119 deals with the purpose of the take-over regulation panel and one of the things that they must do is to not consider the commercial advantages or disadvantages of any transaction or proposed transaction. They have to ensure the integrity of the marketplace and fairness to the holders of the securities of regulated companies. They must ensure that all the holders of the shares get all the necessary information to allow them to make a fair and informed decision. They must ensure that the shareholders of regulated companies have adequate time to obtain the necessary advice with respect to offers. The take-over regulation panel must prevent actions by a regulated company designed to impede or frustrate or defeat an offer or the making of a fair and informed decision by the holders of that company’s securities.