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Announcement Memorandum

Announcement Memorandum Template for South Africa

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Key Requirements PROMPT example:

Announcement Memorandum

"I need an Announcement Memorandum for our JSE-listed mining company to announce the acquisition of a significant copper mine in Northern Cape, with the transaction expected to complete by March 2025 and requiring shareholder approval."

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Document background
The Announcement Memorandum is a crucial corporate communication tool in South African business practice, used to formally announce significant corporate events, decisions, or transactions to stakeholders. This document type is particularly important for ensuring compliance with South African regulatory requirements, including the Companies Act, Financial Markets Act, and JSE Listing Requirements for listed companies. An Announcement Memorandum is typically required when companies need to disclose material information such as mergers, acquisitions, disposals, capital raises, changes in board composition, or other significant corporate actions. The document must be carefully drafted to ensure accurate, complete, and timely disclosure of information while meeting all regulatory obligations and market transparency requirements.
Suggested Sections

1. Header Information: Company name, registration number, share code (if listed), and ISIN

2. Title of Announcement: Clear, specific title indicating the nature of the announcement

3. Important Dates and Times: Table of relevant dates including announcement date, effective dates, and any other critical timelines

4. Executive Summary: Brief overview of the key points of the announcement

5. Introduction: Context and background information leading to the announcement

6. Material Information: Detailed disclosure of the subject matter, including all material facts and circumstances

7. Financial Impact: Discussion of financial implications and effects on the company

8. Regulatory Compliance Statement: Confirmation of compliance with relevant regulations and approvals obtained

9. Directors' Responsibility Statement: Statement of directors' responsibility for the content of the announcement

10. Contact Information: Company contact details and sponsor/advisor details where applicable

Optional Sections

1. Pro Forma Financial Information: Required when the announcement involves financial effects that need to be illustrated

2. Expert Consents: Required when the announcement contains expert opinions or valuations

3. Related Party Information: Required when the announcement involves related party transactions

4. Risk Factors: Required when the announcement involves material risks to shareholders or stakeholders

5. B-BBEE Impact: Required when the announcement affects the company's B-BBEE status

6. Exchange Control Regulations: Required for transactions involving cross-border elements

7. Tax Implications: Required when the announcement has material tax implications for shareholders

Suggested Schedules

1. Schedule 1: Definitions and Interpretations: Detailed definitions of terms used in the announcement

2. Schedule 2: Pro Forma Financial Information: Detailed financial statements and notes showing the effects of the announced matter

3. Schedule 3: Expert Reports: Independent expert reports, valuations, or opinions

4. Schedule 4: Supporting Documents: Copies of relevant agreements, certificates, or other supporting documentation

5. Appendix A: Historical Financial Information: Required historical financial information where relevant

6. Appendix B: Corporate Information: Detailed company information including directors, advisors, and company secretary

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Relevant Industries

Financial Services

Mining

Manufacturing

Technology

Retail

Healthcare

Real Estate

Telecommunications

Energy

Consumer Goods

Industrial

Agriculture

Transportation

Construction

Professional Services

Relevant Teams

Legal

Corporate Affairs

Executive Committee

Board of Directors

Corporate Communications

Investor Relations

Finance

Compliance

Risk Management

Company Secretariat

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Communications Director

Investor Relations Manager

Compliance Officer

Risk Manager

Board Director

Financial Director

Corporate Affairs Manager

General Counsel

Managing Director

Executive Director

Chief Operating Officer

Industries
Companies Act 71 of 2008: Primary legislation governing company operations, including requirements for corporate communications and announcements that may affect shareholders or stakeholders
Financial Markets Act 19 of 2012: Regulates financial markets, securities trading, and market disclosures, including requirements for price-sensitive information and market announcements
JSE Listing Requirements: Detailed requirements for listed companies regarding announcements, including timing, content, and format of corporate announcements
Consumer Protection Act 68 of 2008: Relevant if the announcement contains information about products or services that affect consumers
Protection of Personal Information Act 4 of 2013: Must be considered if the announcement contains any personal information about individuals
Electronic Communications and Transactions Act 25 of 2002: Relevant for electronic distribution of the announcement and digital signatures if applicable
Broad-Based Black Economic Empowerment Act 53 of 2003: May be relevant if the announcement involves B-BBEE transactions or status changes
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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