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Time
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Speaker
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Material
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Understanding the Public offerings environment
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8h00
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Arrival and registration (Tea and pastries served)
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8h30
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Introduction and welcome
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Robert
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8h45
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Understanding the logic used in writing the Act
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Karl
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In this session we look at how one word, in a very long sentence, has a fundamental influence on what should be or could be done.
The attendees each receive a copy of the book which will be used as the guide throughout the training course.
You will learn how to access the book and find any information pertaining to Public Offerings of Company Securities.
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G&A methodology on Public Offerings of Company Securities
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9h30
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What does Public Offerings of Company Securities mean?
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Karl
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We look at various definitions used in Chapter 4, such as the definition of Company, Public, Offer and the various other references used.
The purpose of this is to understand what the implications are as set out in chapter 4 when making an offer.
These definitions place a limitation on what may be done which is in strong contrast to what is being done in daily practice.
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What does Public Offerings of Company Securities mean?
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10h15
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Tea with snacks
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10h30
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Who are the parties affected by and what is the difference between a public and private offer?
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Karl
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Based on the definitions explained above, we investigate what is deemed to be a public offer and what constitutes private offer, if it is made by the Company or a holder of securities.
We discuss strategies which may be followed to make private offers as contemplated in Chapter 4 of the Act.
We also discuss the responsibilities of the directors, prescribed officers, auditors and others and what their roles when an offer is made.
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The role of various parties when making an public offer
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11h15
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What is a secondary offer and how must it be dealt with?
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Karl
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Chapter 4 states that no person (which is not the Company) may make an offer of any securities of any kind to any other person unless such offer complies with Section 101 of the Act.
We discuss what a secondary offer is and what is required in terms of the Act to comply with making such an offer.
This section has critical and far reaching implications for the transfer of securities in private and public companies.
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Who may make a Secondary offer and how should it be done?
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12h45
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Lunch (provided)
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Critical elements which must be present when making a public offering
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13h45
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Adverts, dates, filing procedures and notices when making an offer.
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Karl
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We discuss the critical dates in terms of which certain actions have to take place when making an offer.
We also discuss what is required when filing with the commission and what process should be followed.
Further we discuss the requirements when placing an advert to advertise the offer and what should be contained in the auxiliary documentation attached to the offer.
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14h30
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When is a primary offer a limited or general offer?
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Karl
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In this session we discuss when a primary offer is a limited offer and when it is a general offer.
The differences between these offers are discussed using the book to show what information is required prior to preparing such an offer and what should be done to implement the offer.
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15h15
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Tea with snacks
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15h30
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Allotment and issue of securities
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Robert
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Once an offer has closed what procedures must be followed to implement the offer and what must be done if the minimum subscription value has not been reached.
We discuss the implications of non-compliance to the directors.
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16h15
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Closing and summary
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Robert
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