Sharenet Sites 
Sharenet Sites
Notification in terms of section 45(5) of the Companies Act 71 of 2008
Fairvest Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: FTA ISIN: ZAE000304788
JSE share code: FTB ISIN: ZAE000304796
LEI: 378900E93AFC4D1CAD45
(Granted REIT status with the JSE)
("Fairvest" or "the Company")
NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008
Notice is hereby given that, in terms of the provisions of section 45(5)(a) of the Companies Act 71 of 2008
(as amended) ("the Companies Act") and pursuant to the special resolution passed at the annual general
meeting of the company held on 28 February 2023, authorising the board of directors ("the Board") to provide
direct and indirect financial assistance to related or inter-related companies, the Board has adopted a resolution
authorising the Company to enter into a refinancing transaction in respect of the Fairvest Group to the value
of up to R3.1 billion ("Facilities"). The Company (as borrower) and some of its material subsidiaries (as
obligors) will enter into, among others, a common terms agreement with Nedbank Limited, Absa Bank
Limited, and The Standard Bank of South Africa ("Common Terms Agreement"). The Common Terms
Agreement contemplates the granting of financial assistance by the Company to related or inter-related
companies (to the extent required).
To the extent that financial assistance is provided by the Company pursuant to the Common Terms Agreement,
such financial assistance will exceed one-tenth of 1% of the Company's net worth as at the date of the Board
approval and the Company hereby provides notice of the passing of the Board resolution to shareholders.
Prior to authorising the aforementioned financial assistance, the Board considered and satisfied itself, in terms
of section 45 of the Companies Act, that (i) immediately after providing the financial assistance, the Company
would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act, (ii) there has
been due compliance with the Company's memorandum of incorporation, and (iii) the terms of the financial
assistance are fair and reasonable to the Company.
28 August 2023
Sponsor
Java Capital
Date: 28-08-2023 10:00:00
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.
