BSI STEEL LIMITED - Notice to Shareholders of the Company in terms of Section 45 of the Act.

Notice to Shareholders of the Company in terms of Section 45 of the Act.

BSI STEEL Limited
(Incorporated in the Republic of South Africa)
(Registration number 2001/023164/06)
JSE code: BSS
ISIN: ZAE000125134
("the Company")

NOTICE TO SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION
45(5) OF THE the Companies Act, 71 of 2008(“THE ACT”),

Shareholders of the Company are referred to the special
resolution tabled and approved at the Annual General
Meeting held on Friday,14 September 2012, authorising
directors in terms of Section 45 of the Act to provide
direct or indirect financial assistance to any company or
corporation which is related or inter-related to the
Company.

BSI Steel Limited has a number of subsidiary companies
namely BSI Steel Africa Limited (sub-subsidiaries BSI
Steel Ghana Limited, BSI Steel Mozambique Limitada, BSI
Steel Zambia Limited and BSI Steel Katanga SPRL), BSI
Specialized Steels (Pty) Ltd, Newcolab (Pty) Ltd, Red
Chip Investments (Pty) Ltd, Shearcut (Pty) Ltd, Brown
McFarlane Africa (Pty) Ltd and West Dunes Properties 296
(Pty) Ltd. The funding of the BSI Steel group is done on
a group basis and the subsidiaries contribute to the
group securities which include cross-company guarantees
from the holding company in favour of the subsidiaries
and visa versa.

Group expenses, sundry purchases, steel purchases,
working capital and fixed capital funding is controlled
via inter- company loan accounts. All transactions are at
arms-length, at market-related prices and are done in the
ordinary course of business.

In terms of the Section 45(2), the Board has adopted a
resolution (“Section 45 Board Resolution”) authorising
the continued group expenses, sundry purchases, steel
purchases, working capital, fixed capital funding
transactions and guarantees given between the companies
in the ordinary course of business until 31 March 2014 up
to a value of R 50.0 million per subsidiary excluding BSI
Steel Africa Limited and R 135.0m ($ 15.0m) for BSI Steel
Africa Limited.

The Board has confirmed that, after considering the
reasonably foreseeable financial circumstances of the
Company, it is satisfied that:

  1   Immediately after providing such assistance the
      Company will satisfy the solvency and liquidity
      test as referred to in section 45(3)(b)(ii) of the
      Companies Act; and
  2   The terms under which such assistance is to be
      given are fair and reasonable to the Company as
      referred to in section 45(3)(b)(ii) of the
      Companies Act.

The financial assistance to be granted by the Company in
terms of the Section 45 Board Resolution exceeds [one-
tenth of one percent] of the Company’s net worth and the
Company hereby provides notice of the Section 45 Board
Resolution to shareholders in terms of the provisions of
Section 45(5) of the Companies Act.

Johannesburg
15 March 2013

Designated Advisor
Sasfin Capital
(A division of Sasfin Bank Limited)

Date: 15/03/2013 09:13:00 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.