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Section 589 of The Companies Act No. 17 of 2015: Persons who are associates of offerors for purposes of this Part

    

(1) For the purpose of this Part, a person is an associate of an offeror if the person is—
(a) a nominee of the offeror;
(b) a holding company, subsidiary or fellow subsidiary of the offeror or a nominee of such a holding company, subsidiary or fellow subsidiary;
(c) a body corporate in which the offeror is substantially interested;
(d) a person who is, or is a nominee of, a party to a share acquisition agreement with the offeror; or
(e) if the offeror is a natural person—the spouse, or any child or stepchild, of the person.
(2) For the purposes of subsection (1)(b), a company is a fellow subsidiary of another body corporate if both are subsidiaries of the same body corporate but neither is a subsidiary of the other.
(3) For the purposes of subsection (1)(c), an offeror has a substantial interest in a body corporate if—
(a) the body or its directors are accustomed to act in accordance with the offeror's directions or instructions; or
(b) the offeror is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of the body.
(4) For the purposes of subsection (1)(d), an agreement is a share acquisition agreement if—
(a) it is an agreement for the acquisition of, or of an interest in, shares to which the offer relates;
(b) it includes provisions imposing obligations or restrictions on any one or more of the parties to it with respect to their use, retention or disposal of those shares, or their interests in those shares, acquired under the agreement; and
(c) it is not an excluded agreement.
(5) An agreement is an excluded agreement for the purpose of subsection (4) (c) —
(a) if it is only legally binding if it involves mutuality in the undertakings, expectations or understandings of the parties to it; or
(b) if it is an agreement to underwrite or sub underwrite an offer of shares in a company provided the agreement is confined to that purpose and any matters incidental to it.
(6) The reference in subsection (4)(b) to the use of interests in shares is to the exercise of any rights or of any control or influence arising from those interests (including the right to enter into an agreement for the exercise, or for control of the exercise, of any of those rights by another person).
(7) In this section—
(a) “agreement” includes any agreement or arrangement; and (b) references to provisions of an agreement include—
(i) undertakings, expectations or understandings operative under an arrangement; and
(ii) any provision whether express or implied and whether absolute or not.

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