The Takeovers Code applies to all companies listed on a stock exchange and also to unlisted "Code companies". Previously, a Code company was defined as any company with 50 or more shareholders. The Takeovers Amendment Act 2012 (Amendment Act), which came into force on 31 August 2012, has revised this definition – a Code company is now defined as a company with "50 or more shareholders and 50 or more share parcels".
When shares are held jointly (for example, by trustees of a trust), each person named on the share register is considered a shareholder. Previously, this meant that a company with a relatively small number of share parcels that were held by a large number of different trustees could still be a Code company. By requiring a Code company to also have 50 or more share parcels, the Amendment Act restricts the application of the Code to more widely held companies.
In addition, for the purposes of the definition of a Code company a shareholder is now a person who holds a security that confers a voting right. Holders of non-voting securities (such as non-voting preference shares) are excluded when counting shareholders to determine if a company is a Code company.