26.5 AFFECTED TRANSACTION
S 117 to s 127 and the takeover regulations do not apply unless a transaction is an affected transaction or an offer as defined in s 117.
S 117(1)(c) is the cornerstone definition of the takeover regime. It provides that an affective transaction means;
1. A transaction or series of transactions amounting to the disposal of all or the greater part of the assets or undertaking of a “regulated company” as contemplated in s 112, other than in an approved business rescue plan – see s 118(3); This disposal refers to the assets only. The assets must exclude liabilities and must be greater than 50% of the assets of the company which must be fairly valued;
2. An amalgamation or merger as contemplated in s 113, if it involves at least one regulated company i.e. subject to s 118(3);
3. A scheme of arrangement between a regulated company and its shareholders as contemplated in s 114 i.e. subject to s 118(3). A re-acquisition of shares or buyback is included in a scheme of arrangement if more than 5% of the shares are repurchased.