TAKEOVER REGULATION PANEL - Panel TSC Ruling Mpact-Caxton

Panel TSC Ruling Mpact-Caxton

9 March 2023

TAKEOVER REGULATION PANEL ("PANEL") NOTICE: TAKEOVER SPECIAL
COMMITTEE ("TSC") RULING ON THE MATTER BETWEEN CAXTON CTP
PUBLISHERS AND PRINTERS LIMITED ("CAXTON") AND MPACT LIMITED
("MPACT")

The Panel's Takeover Special Committee ("TSC") yesterday, 8 March 2023, delivered its decision
on the application brought by Caxton against the ruling issued by the Executive Director on 1
September 2022 ("Ruling"). The Ruling followed a complaint lodged against Caxton by Mpact,
which ultimately resulted in Caxton being restrained from making any statements regarding its
proposed offer without the approval of the Panel.


Caxton challenged the Ruling at the TSC in terms of regulation 118(8) of the Companies
Regulation, 2011 (Regulations) on several grounds, including the power of the Panel to restrain
the conduct complained against by Mpact. The TSC dismissed Caxton's application and found in
favour of Mpact with minor modifications to the Ruling in terms of regulation 118(9) of the
Regulations.


The decision, among other things, sets out the legislative framework governing pre-firm offer
conduct by, among others, potential offerors. In addition, it provides a clear guide on what is
permissible during the pre-firm offer period and how this interacts with the Panel's regulatory
mandate regarding affected transactions and offers.


The TSC's decision is available on the Panel's website: www.trpanel.co.za.




        1st Floor Block 2 | Freestone Park | 135 Patricia Road | Atholl Johannesburg | 2196
                               +27 11 784 0035      Fax: +27 784 0062
                        admin@trpanel.co.za        Web: www.trpanel.co.za

Date: 09-03-2023 03:20:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.