New Companies Act No. 71 of 2008: Mergers and Acquisitions

Scheme of arrangement:

A scheme of arrangement is any  arrangement or agreement proposed by the board of directors and entered into between the company and holders of any class of its securities, including a re-organisation of the share capital of the company, by way of:

  • a consolidation of securities of different classes;
  • a division of securities into different classes;
  • an expropriation of securities from the holders -exchanging any of its securities for other securities;
  • a re-acquisition by the company of its securities; or
  • a combination of the methods contemplated above .


Squeeze out:

  • A  compulsory acquisition is where an offeror attains 90% of any class of securities in a company.
  • The offeror may then notify the holders of the remaining securities of that class that he wants to acquire the remaining shares.
  • The offeror is then entitled and bound to acquire the  securities concerned on the same terms that applied to securities whose holders accepted the original offer.


06 October 2011