THE SPAR GROUP LIMITED - Notice in terms of section 45(5) of the Companies Act

Notice in terms of section 45(5) of the Companies Act

THE SPAR GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/001572/06)
JSE Code: SPP
ISIN: ZAE000058517
(“SPAR” or the “Company”)

NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT

1. This is a notice pursuant to section 45(5) of the Companies Act, No 71 of 2008 (“Companies Act”).

2. On 9 February 2016, SPAR shareholders approved a special resolution pursuant to section 45 of the
   Companies Act authorising the board of directors (“Board”) to provide direct and indirect financial
   assistance to a related or inter-related company.

3. Section 45(5) of the Companies Act requires a company to provide written notice to its shareholders,
   amongst others, of the adoption of a board resolution to provide financial assistance if the total value
   of all loans, debts, obligations or assistance contemplated in that resolution, together with any previous
   such resolution during the same financial year, exceeds one-tenth of 1% of the company’s net worth at
   the time of the resolution.

4. The Board has adopted the following resolution:

    -   The Company bind itself to in favour of Barclays Bank Ireland plc as surety and co-principal debtor
        for any present and future indebtedness of TIL JV Finance Designated Activity Company (a
        subsidiary of TIL JV Ltd) for an amount of €15.6 million, together with any accrued but unpaid
        interest, costs or charges that may have accrued up to the date of payment made upon a demand
        in terms thereof;
    -   The Board is satisfied that immediately after providing this financial assistance, the Company will
        satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act; and
    -   The Board is satisfied that the terms under which the financial assistance is proposed to be given,
        are fair and reasonable to the Company.

5. This notice is provided because the value of the financial assistance referred to in paragraph 4 exceeds
   the threshold stated in paragraph 3.


Pinetown
19 December 2016

Sponsor
One Capital

Date: 19/12/2016 04:30:00 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.