In compliance with the South African Companies Act, 2008, companies are required to obtain an IER in respect of Affected Transactions.

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:

Affected Transactions and Offers:

  • 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.
This IER is applicable to the following regulated entities:

  • 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.

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