Notice of provision of direct or indirect financial assistance in therms of section 45 of The Companies Act No. 71
SANTOVA LIMITED
("Santova" or "the Company")
Registration Number: 1998/018118/06
Share code: SNV
ISIN: ZAE000159711
NOTICE OF PROVISION OF DIRECT OR INDIRECT FINANCIAL
ASSISTANCE IN TERMS OF SECTION 45 OF THE COMPANIES ACT NO.
71 OF 2008
Shareholders of Santova are referred to the special resolution tabled and
approved at the Annual General Meeting held on 28 July 2015, authorising
directors in terms of Section 45 of the Companies Act No. 71 of 2008 ("the
Act") to provide direct or indirect financial assistance to any company or
corporation which is related to or inter-related to the Company. In terms of
Section 45(2) of the Act, the Board has authorised the Company to:
- Provide a suretyship in respect of the liability of one of its subsidiaries to
Nedbank Limited in the normal course of business in the amount of R192
million; and
- Provide approval for two of its subsidiaries to provide a suretyship in respect
of a liability of the Company to Nedbank Limited in the normal course of
business in the amount of R60 million.
The Board has confirmed that, after considering the reasonably foreseeable
financial circumstances of the Company, it is satisfied that, immediately after it
provided such financial assistance, the Company would satisfy the solvency
and liquidity test, as contemplated in terms of Section 4 of the Act and that the
terms under which such financial assistance was given were fair and
reasonable to the Company. Shareholders are advised that the guarantees
provided for the subsidiary exceed 1/10th of 1% of the Company's net worth
as at the approval date of the provision of the guarantee.
Durban
24 November 2015
Sponsor and Corporate Adviser
River Group
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