Sharenet Sites 
Sharenet Sites
Section 45(5) announcement
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 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 Thursday, 26 September 2013, 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, BSI Steel Katanga SPRL, Sentinel
Bridge Limited and BSI Steel Financial Services SARL),
BSI Specialized Steels (Pty) Ltd, Newcolab (Pty) Ltd, Red
Chip Investments (Pty) Ltd, Shearcut (Pty) Ltd, BSI Steel
Plate Solutions (Pty) Ltd, West Dunes Properties 296
(Pty) Ltd and Loxiguard (Pty) Ltd t/a Qinisa Steel
Solutions. 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 2016 up
to a value of R 50.0 million per subsidiary excluding BSI
Steel Africa Limited and R 165.0m ($ 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)(i) of the
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 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 Act.
Johannesburg
13 March 2014
Designated Advisor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 13/03/2014 03:48:00 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.
