An IER is prepared by an independent expert, approved by the Takeover Regulations Panel, to assist the company’s independent board to form and express an opinion in order to make a recommendation to shareholders with regards to the fairness and reasonability of an Affected Transaction. Instances where an IER is required include:
In compliance with the South African Companies Act, 2008, companies are required to obtain an IER in respect of Affected Transactions.
- S112 – Disposal of all or greater part of assets or undertakings by companies;
- S113 – Amalgamation or a merger of companies;
- S114 – Scheme of arrangements (this also includes the repurchase by a company of 5% or more of its issued share capital);
- S117 – Acquisition of the remaining voting securities not already held by a person or company;
- S123 – Mandatory offers; and
- S125 – Comparable and partial offers.
- Public companies;
- State owned enterprises (unless exempt by the State); and
- A private company, should 10% of the entity’s shares have been transferred within a 24 month period.