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MPACT LIMITED - Notice of provision of direct or indirect financial assistance in terms of section 45 of the Companies Act, 2008

Release Date: 17/03/2015 17:05
Code(s): MPT     PDF:  
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Notice of provision of direct or indirect financial assistance in terms of section 45 of the Companies Act, 2008

MPACT LIMITED
(Incorporated in the Republic of South Africa)
Share code: MPT
Registration Number 2004/025229/06
ISIN Code: ZAE000156501
("Mpact" or the "Company")

NOTICE OF PROVISION OF DIRECT OR INDIRECT FINANCIAL ASSISTANCE IN
TERMS OF SECTION 45 OF THE COMPANIES ACT, 2008

At the annual general meeting of the Company held in June 2014,
Mpact shareholders approved a resolution in terms of section 45 of
the Companies Act, 71 of 2008, as amended (the "Companies Act")
authorising the Company to provide financial assistance to related
or interrelated companies or corporations to the Company.
Additionally, it is anticipated that an updated resolution in
terms of section 45 of the Companies Act shall be tabled for
consideration and voted on by the shareholders of the Company at
the next annual general meeting of the Company, which is scheduled
to be held on 4 June 2015.

Section 45(5) of the Companies Act provides that if a Board of the
Company adopts a resolution to provide financial assistance to a
related or inter-related company or corporation, the Company must
provide written notice of that resolution to all security holders
and to any trade union representing its employees within 10
business days after the board adopts the resolution, if the total
value of all loans, debts, obligations or assistance contemplated
in that resolution, together with any previous such resolution
during the financial year, exceeds one-tenth of 1% of the
Company’s net worth at the time of the resolution.

The Shareholders of the Company are advised that the Board of
Directors (the "Board") of the Company adopted a resolution on 3
March 2015 (the "Board Resolution"), authorising the Company to
give financial assistance to related or inter-related companies or
corporations to the Company, as envisaged in section 45(5) of the
Companies Act.

In terms of section 45(5) of the Companies Act, Mpact shareholders
are further advised that the Board is satisfied, subject to the
provisions of the Board Resolution, that:

  -   immediately after providing the aforementioned financial
      assistance,the Company will satisfy the solvency and
      liquidity test as contemplated in section 4 of the Companies
      Act; and
  -   the terms under which the aforementioned financial assistance
      is proposed to be given are fair and reasonable to Mpact and
      all the applicable requirements and restrictions in respect
      of financial assistance as set out in the Company’s
      Memorandum of Incorporation have been satisfied in accordance
      with section 45(4) of the Companies Act.

By giving this notice, the Company is of the view that it has
complied with the notice requirements of the Companies Act.

The Company would like to emphasise that the granting of financial
assistance between related and inter-related companies is a
standard practice that has been applied consistently over many
years by the Mpact group, and by most other major groups of
companies.


Melrose Arch
17 March 2015

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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