JASCO ELECTRONICS HOLDINGS LIMITED - Notice in terms of Section 45(5) of the Companies Act

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

JASCO ELECTRONICS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1987/003293/06)
Share Code: JSC            ISIN: ZAE000003794
("Jasco" or “the Group”)


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

1 INTRODUCTION

   Shareholders are referred to the announcements released on SENS on Monday, 21 September
   2020 regarding the transaction which diluted Jasco’s interest in Reflex Solutions Proprietary Limited
   (“Reflex”) (“Dilution Announcement”) and on Monday 5 October 2020 regarding the disposal
   transaction of Jasco’s interest in Reflex (the “Disposal Announcement”).


2 NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT
   Notice is hereby given in terms of section 45(5) of the Companies Act, No. 71 of 2008 (“Act”) and
   pursuant to the special resolution passed by the shareholders of Jasco at the annual general meeting
   of the Company held on 27 November 2019 (authorising the board of directors of the Company to
   provide direct or indirect financial assistance as contemplated in section 45 of the Act to any one or
   more related or inter-related companies of the Company) that, on 1 October 2020, the board of
   directors of the Company passed resolutions authorising the conclusion by the Company of the
   Guarantee and Indemnity Agreement and the Reflex Master Services Agreement (as detailed in the
   Dilution Announcement). In terms of the Guarantee and Indemnity Agreement and the Reflex Master
   Services Agreement, the Company will be providing financial assistance as contemplated in
   section 45 of the Act, which financial assistance exceeds a 10th of 1% of the Company’s net worth.


   In accordance with section 45 of the Act, the board was satisfied that immediately after providing
   the financial assistance referred to above, the Company satisfies the solvency and liquidity test as
   provided for in section 4 of the Act, and the terms under which the financial assistance is to be given
   are fair and reasonable to the Company.



Midrand
15 October 2020


Legal Advisor to Jasco
Stein Scop Attorneys Inc.
Corporate Advisor to Jasco
Samuel Kennedy
Joint Corporate Advisor and Sponsor
Grindrod Bank Limited

Date: 15-10-2020 05:08:00
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