SOUTH AFRICA Law and Practice Contributed by: Michael Katz, Matthew Morrison, Madison Liebmann and Sinovuyo Damane, ENS
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1. Trends 1.1 M&A Market
Scheme of Arrangement A scheme of arrangement (in terms of the Companies Act, 2008, as amended (the “Companies Act”)) is the most popular means of acquiring control of a public company in SA and is proposed by the board of a target company as an arrangement between the com- pany and its shareholders. This requires the approval of at least 75% of the shareholders eligible to vote at a general meeting and, as such, cannot be used for hostile bids. The main advantage of a scheme of arrangement is that the shares of all the shareholders are acquired upon approval of the scheme of arrangement by the requisite majority, including the shares of those share- holders who may have voted against it. Unlike in other comparable jurisdictions, court approval for a scheme of arrangement is only required if the scheme resolu- tion was opposed by at least 15% of voting rights exercised on the resolution. Any person who voted against the resolution may, if the court grants the person leave, make an application to the court for a review of the transaction. A shareholder, who voted against the resolution and notifies the company in advance of their intention to do so, may exercise their “dissenting shareholder’s appraisal rights” and may demand that the company pay to the shareholder the fair value of their shares in the company. If the dissenting shareholder’s appraisal rights are successfully exercised, that shareholder is excluded from the scheme of arrangement and attains the right to be paid the fair value of the shares that they hold and no other consideration (their shares are nevertheless transferred to the bidder).
The M&A market in South Africa (hereafter SA) saw an increase in deal activity in 2025 when compared to 2024. In the period from January to December 2025, deal activity increased by approximately 5.35% as
compared to 2024. 1.2 Key Trends
From 2025, there were 384 successful deals by exchange-listed companies with a total value of ZAR1.639 trillion. This marks an increase from 2024, where 362 successful exchange-listed deals were recorded within that same period. In addition, a number of companies have de-listed from the Johannesburg Stock Exchange (JSE), with 16 delistings from 2025. There were 7 new JSE listings Deal activity as at September 2025 was dominated by the real estate sector, which accounted for 36% of the successful listed deals in that year, followed by the resources and technology industries, accounting for 11.6% and 8.6%, respectively. 2. Overview of Regulatory Field 2.1 Acquiring a Company The preferred means of acquiring control of a public company in SA are as follows. for the 2025 period. 1.3 Key Industries
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