What is the TRP?
The TRP is a regulatory body, established in terms of section 196 of the Companies Act No 71 of 2008 (“the Act”).
Who are members of the TRP?
Members of the TRP are appointed by the Minister of the Department of Trade and Industry (“The DTI”) after nomination by various industry bodies.The JSE has two officials appointed.
Are members of the TRP involved in regulating mergers and takeovers?
No. The day to day regulatory functions of the TRP are undertaken by the Executive Director, and the Executives of the TRP. The Executives are available for telephonic as well as personal consultations on any merger or takeover. They are responsible for evaluating all merger and takeover documents submitted in compliance with the Act. The Informal consultations are free of charge.
The role of members of the TRP is to provide guidelines on policy, administration and other operational matters of the TRP. In addition, they form a review and appeal committee of the TRP being the Takeover Special Committee (TSC) with a quorum of 3 members. The TSC hears and decides matters referred by the TRP; reviews rulings of the Executive Director and hears and decides matters referred to it by Executive Director.
What kind of transactions does the TRP regulate?
The TRP regulates “affected transactions” or “offers” as defined in the Act (“mergers and takeovers”). These transactions relates to the acquisition of more 35% of the voting securities of a regulated company, disposal of major assets or undertakings a company, schemes of arrangements, amalgamations or mergers, acquisitions of 5%,10% 15%, or any further multiple of 5% of the issued securities of a company and compulsory acquisitions and squeeze outs.
The TRP has no authority to consider the commercial advantage or disadvantages of the above transactions.
Which companies are regulated by the TRP?
TRP regulates mergers and takeovers involving a profit company or securities of that company if the company is a public company, a state owned company unless the state owned company has been exempted and or private companies if the memorandum of incorporation of the company so provides or if 10% of the issued securities of the company has been transferred in a period of 24 months before the date of the particular transaction except if the transfer is between related or interrelated persons.
Does the TRP charge any fees for their services?
Yes. The fees are as set out in Schedule 2A of Annexure 2 of the Companies Regulations 2011.
Where can one find detailed information about the TRP?
The role and functions of the TRP are detailed in Chapter 5 and Chapter 8 of the Act as well as Chapter 5 of the Companies Regulations 2011. These documents can be accessed through the TRP website.www.trpanel.co.za.