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The Takeover Regulation Panel ("TRP") is a regulatory body established in terms of section 196 of the Companies Act 71 of 2008.
The main function of the TRP is to regulate certain mergers and acquisitions transactions defined in terms of section 201 of the Act as "affected transactions" involving certain public and private companies.
In terms of section 201 of the Act, the TRP is responsible to:
- Regulate affected transactions and offers (as defined in the Act);
- Investigate complaints with respect to affected transactions and offers;
- Apply for a court order to wind up a company in appropriate circumstances;
- Consult with the Minister of the Department of Trade and Industry in respect of additions, deletions or amendments to the Takeover Regulations.
Companies which falls under the authority of the TRP when they undertake an “affected transaction” or “offer” are:
A profit company, which is a public company; a state owned company; or a private company where the memorandum of incorporation of the company makes provision for the TRP to regulate transactions in such a company or 10% of the issued securities of that company have been transferred in a period of 24 months.
The Act in section 202 creates a committee of the TRP known as The Takeover Special Committee (TSC). The functions of the TSC are:
- To hear and decide on any matter referred to it by the TRP or by the Executive Director; and
- To review compliance notices issued by the Executive Director of the TRP.
The TRP does not consider the commercial advantages or disadvantages of mergers and acquisitions transactions in undertaking its regulatory function.