RBA HOLDINGS LIMITED - Notice to shareholders in terms of section 45(5) of the Companies Act

Notice to shareholders in terms of section 45(5) of the Companies Act

RBA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) 
(Registration number: 1999/009701/06) 
(Share Code: RBA ISIN Code: ZAE000199642) 
(“RBA” or “the company”)

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

Shareholders approved a special resolution at the Annual General 
Meeting held on 11 August 2015, authorising the board of directors, 
from time to time, to provide any direct or indirect financial 
assistance, as defined in section 45 of the Act, to any one or 
more related or inter-related company, for such amounts and on 
such terms and conditions as the board may determine which authority 
granted in terms of this special resolution is valid for 2 (two) 
years or until the next annual general meeting, whichever is the 
later.  

Shareholders are referred to the SENS announcement of 6 October 
2015 regarding the acquisition of properties for development 
purposes in Southern Gateway Extension 5, Polokwane (“the 
properties”).  

Notice is hereby given as required in terms of section 45(5) of 
the Act that the board of directors of the company has on 13 
October 2015 approved a resolution in terms of section 45(2) of 
the Act to provide financial assistance to Groundbase Professional 
Land Development Services (Pty) Ltd, a wholly owned subsidiary of 
the company, the purchaser of the properties, in order to satisfy 
certain of the conditions of the development finance agreements. 

The Board was satisfied, as required by section 45(3)(b) of the 
Act, that immediately after providing the financial assistance, 
the Company satisfied the solvency and liquidity test as set out 
in section 4 of the Act.

Johannesburg
23 October 2015
Exchange Sponsors
Designated Adviser



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