If you own or hold shares in a company, they have various implications for you:
Filing Annual Returns: You are now obligated to provide a copy of the company's securities register, also known as a "share register" or "cap table," along with the return. Additionally, you must disclose details about the beneficial owners of the shares.
Electronic Availability of Annual Returns: The Companies and Intellectual Property Commission (CIPC) must now make the annual return available electronically to any person, following certain prescribed requirements.
Share Register Requirements: When maintaining a share register, it is no longer sufficient to only include the name of a shareholder company. Specific information about the natural person(s) who are the beneficial owner(s) of that shareholder company must also be included and regularly updated by filing notices with the CIPC within the specified period.
Disclosure Obligations for "Affected Companies": The disclosure obligations become more complex for "affected companies," which are defined as regulated companies or private companies controlled by or subsidiaries of regulated companies. A regulated company is one where more than 10% of the issued shares have been transferred within 24 months before the date of an affected transaction or offer. However, it's important to note that not all situations involve an "affected transaction or offer." For practical purposes, if more than 10% of a company's issued shares were transferred in the 24-month period immediately preceding a specific date, it is considered an affected company.
Register of Beneficial Interest: If you are an affected company, you must maintain a register of persons holding a "beneficial interest" equal to or exceeding 5% of a class of securities. This register must be submitted alongside your annual returns and updated after receiving notice from a person acquiring or disposing of a beneficial interest resulting in holding or ceasing to hold a beneficial interest in any multiple of 5% of the company's securities. These updates must be filed with the CIPC and the Takeover Regulation Panel and reported to holders of the relevant class of securities in the company.
