The Takeover Regulation Panel (the Panel) is established in terms of section 196 of the Companies Act No 71 of 2008 (the Act) as a juristic person. The Panel reports to the Minister of Trade Industry and Competition (the dtic). It functions as an organ of state within the public administration, but as an institution outside the public service.

The Panel has jurisdiction throughout the Republic of South Africa; it is independent and subject to the Constitution and the law, and any policy statement, directive or request issued by the Minister of the dtic made pursuant to the Act. The Panel must be impartial and perform its functions without fear, favour, or prejudice; and must exercise the functions assigned to it in terms of the Act or any other law, or by the Minister in the outmost cost-efficient and effective manner; and in accordance with the values and principles mentioned in section 195 of the Constitution.

The Act and the Takeover Regulations (the Takeover Provisions) apply with respect to affected transactions or offers involving a profit company or its securities if the company is:

1. a public company;
2. a state-owned company, except to the extent that any such company has been exempted in terms of section 9 of the Act – to-date, no state-owned companies have been exempted from the application of the Takeover Provisions;
3. a private company, but only if—
   1. the percentage of the issued securities of that company that have been transferred, other than by transfer between or among related or interrelated persons, within the period of 24 months immediately before the date of a particular affected transaction or offer exceeds the percentage prescribed in terms of subsection (2); or
   2. the Memorandum of Incorporation of that company expressly provides that the company and its securities are subject to this Part, Part C and the Takeover Regulations, irrespective of whether the company falls within the criteria set out in subparagraph (i).