Concert Party
Under section 117(1)(b) of the South African Companies Act, parties “act in concert” when they take action pursuant to an agreement to cooperate for the purpose of proposing an affected transaction. The TRP (Takeover Regulation Panel)‘s December 2025 ruling in the Novus/Mustek case established that agreements can encompass “tacit understandings inferred from deliberate, sustained patterns of coordinated conduct” — no explicit written documentation is required. The ruling applied a streamlined four-element test, explicitly rejecting the more restrictive six-element test from the Remgro/Mediclinic/Al Noor case. Concert party determination is significant in the AttBid Proprietary Limited transaction because it determines which holdings count toward the 35% mandatory offer trigger (s123(1)) and which price sets the mandatory offer floor.
Connections
- TRP (Takeover Regulation Panel) — defines and enforces concert party rules
- AttBid Proprietary Limited — Atterbury Property Fund and Faan and Dirk van der Walt treated as concert party
- Albie Cilliers — filed TRP complaint based on concert party analysis
- Novus Holdings — subject of the December 2025 ruling establishing the 4-element test