HOWDEN AFRICA HOLDINGS LIMITED - Companies Act 71 of 2008 Section 45(5) (a) announcement

Companies Act 71 of 2008 Section 45(5) (a) announcement

HOWDEN AFRICA HOLDINGS LIMITED
(Incorporated in Republic of South Africa)
(Registration Number 1996/002982/06)
 Share Code: HWN
 ISIN: ZAE000010583
     ("HAHL")

VOLUNTARY ANNOUNCEMENT-COMPANIES ACT 71 OF 2008 SECTION 45(5)(a) ANNOUNCEMENT

1.   The shareholders of Howden Africa Holdings Ltd (“the Company”) adopted a special
     resolution in terms of section 45(3)(a)(ii) of the Companies Act 71 of 2008, as
     amended (“the Act”) at the Company’s annual general meeting held on 30 May 2013,
     in terms of which they approved the board of directors of the Company (“the
     Board”) and/or any of its subsidiaries providing, in terms of and subject to the
     provisions of section 45 of the Act, direct or indirect financial assistance by
     way of a loan, guarantee, the provision of security or otherwise to any
     companies or corporations that are related or interrelated to the Company and/or
     its subsidiaries at any time during the period of two years up to a maximum
     aggregate limit of R400 000 000.

2.   On 28 November 2013 the Board adopted a resolution in terms of section 45(2) the
     Act (“section 45 board resolution”), authorising the following:

     2.1   The Company bind itself to The Standard Bank of South Africa Limited ("the
           Bank") as surety and co-principal debtor for any present and future
           indebtedness of:
           2.1.1 Howden     Africa   (Proprietary)   Limited  (Registration   Number:
                  2006/014232/07); and/or
           2.1.2 James Howden Holdings Limited (Registration Number: 1946/022533/06);
                  and/or
           2.1.3 Howden     Donkin   (Proprietary)   Limited  (Registration   Number:
                  1965/006731/07) ("the Debtor") to the Bank;

     2.2   The Company cede all its claims which it jointly or severally now or in the
           future has against the Debtor for any reason, as a continuing covering
           security for all its indebtedness to the Bank, whether existing, future or
           contingent and whether in terms of the said suretyship or otherwise, in a
           form similar to the Bank's form of Suretyship and Cession of Claims which
           has been submitted to and approved by this meeting ("the Security"); and

     2.3   The Security be for an amount limited to a maximum of R10 000 000.00 (Ten
           million rand) plus further interest, collection commission and costs on the
           attorney and client scale.


3.   In addition to paragraph 2 above the following subsidiaries adopted similar
     section 45 board resolutions on 3 December 2013:

     3.1   Howden Africa (Pty) Ltd agreed to stand as surety for the following
           companies to a maximum of R200 million:
           3.1.1 Howden Africa Holdings Ltd
           3.1.2 James Howden Holdings Ltd
           3.1.3 Howden Donkin (Pty) Ltd

     3.2   James Howden Holdings Ltd agreed to stand as surety for the following
           companies to a maximum of R90 million:
           3.2.1 Howden Africa Holdings Ltd
            3.2.2   Howden Africa (Pty) Ltd
            3.2.3   Howden Donkin (Pty) Ltd

      3.3   Howden Donkin (Pty) Ltd agreed to stand as surety for the following
            companies to a maximum of R1 million:
            3.3.1 Howden Africa Holdings Ltd
            3.3.2 Howden Africa (Pty) Ltd
            3.3.3 James Howden Holdings Ltd

4.    It is confirmed that the Company and its subsidiaries guaranteed the debts of
      eachother in the aggregate of R301 million.

5.    Prior to authorising the loans contemplated in paragraph 2 and 3, the Board of
      the Company and its subsidiaries were satisfied that:

      5.1   Immediately after providing the financial assistance, the relevant company
            would satisfy the solvency and liquidity test set out in section 4 of the
            Companies Act, as contemplated in section 45(3)(b)(i) of the Companies Act;
      5.2   The terms under which the financial assistance is proposed to be given are
            fair and reasonable to the relevant company, as contemplated in section
            45(3)(b)(ii) of the Companies Act; and
      5.3   The conditions or restrictions regarding the granting of financial
            assistance set out in the Company’s Memorandum of Incorporation had been
            satisfied, as contemplated in section 45(4) of the Companies Act.

6.    At the time when the Board of the company and its respective subsidiaries
      adopted the section 45 board resolutions, the financial assistance contemplated
      therein exceeded one-tenth of 1% of the Company’s or relevant subsidiary’s net
      worth, and the Company and its subsidiaries hereby provides notice of the
      section 45 board resolution to the Company’s shareholders as required by
      section 45(5)of the Companies Act.

11 December 2013

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)

Date: 11/12/2013 02:24:00 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.