THE SPAR GROUP LIMITED - Notice Pursuant To Section 45(5) Of The Companies Act No. 71 Of 2008 (Companies Act)

Notice Pursuant To Section 45(5) Of The Companies Act No. 71 Of 2008 (“Companies Act”)

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




      NOTICE PURSUANT TO SECTION 45(5) OF THE COMPANIES ACT NO. 71 OF 2008
                                          (“COMPANIES ACT”)



1      This is a notice pursuant to section 45(5) of the Companies Act.

2      On 12 February 2013, SPAR shareholders approved a special resolution pursuant to section
       45 of the Companies Act authorising the board of directors (“the 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 resolutions:

       -      During the period of 1 September 2013 to 28 February 2014, the company shall provide
              financial assistance to The SPAR Group Limited Employee Share Trust (2004) (“Trust”)
              of an amount of R100 092 000 (One Hundred Million and Ninety Two Thousand Rand) in
              order for the Trust to meet its obligations (i.e. acquire shares in the market) with regards
              to enabling the share option holders to exercise their share options;
       -      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
2 September 2013

Sponsor
One Capital

Date: 02/09/2013 03:30:00 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.