HUGE GROUP LIMITED - Loan funding agreement secured

Loan funding agreement secured

HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG    ISIN: ZAE000102042
(“Huge” or “the Group” or “the Company”)


LOAN FUNDING AGREEMENT SECURED AND NOTICE IN TERMS OF SECTION
45(5) OF THE COMPANIES ACT


Shareholders are referred to the announcement released on SENS
on 1 August 2014 (“the Announcement”) in which the Company
advised that it had seen high level of interest from providers
of debt finance to fund the significant growth that Huge is
experiencing and that the Company expected to announce the
conclusion of a funding transaction in the near future.

Pursuant to the Announcement, the Company is pleased to announce
that it has concluded a loan funding agreement between Afrasia
Special Opportunities Fund (Pty) Ltd (“ASOF”) and Huge Software
Proprietary Limited (“Huge Software”), a wholly owned subsidiary
of Huge, for the provision of short term funding in the amount
of R20 million (“the ASOF Funding”).

The Board of Directors of the Company has taken into account the
rapid growth being experienced by the Company and the various
sources of capital that are available to it in order to fund
this growth.

After careful consideration, the Board is of the view that the
cost of the ASOF Funding will, on a rolling twelve month basis,
be cheaper than the cost of equivalent equity funding.

The ASOF Funding is subject to certain conditions precedent
which are normal for a transaction of this nature, inclusive of
a corporate guarantee provided by the Company (“Financial
Assistance”) which in terms of section 45(5)of the Companies Act
No 71 of 2008 (“the Companies Act”) requires notice to be given
to shareholders.

Shareholders are hereby notified in terms of section 45(5) of
the Companies Act, that the board has passed a resolution
authorising the Company to provide Financial Assistance,
pursuant to the Board being granted such authority by the
resolution of the shareholders, to Huge Software and as part of
the resolution, considered and satisfied itself that:

-  immediately before providing the Financial Assistance,
   the Company would satisfy the solvency and liquidity
   test as contemplated in section 4 of the Companies Act;

-  the terms under which the Financial Assistance was
   provided were fair and reasonable to the Company; and

-  there has been due compliance with the requirements of
   the Company’s constitutional documents and with the
   Companies Act.


Johannesburg
30 October 2014

Designated Advisor: Afrasia Corporate Finance Proprietary
Limited

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