ADAPT IT HOLDINGS LIMITED - Notice in Terms of Section 45(5) of the Companies Act 71 of 2008

Release Date: 19/12/2017 14:37
Code(s): ADI
 
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Notice in Terms of Section 45(5) of the Companies Act 71 of 2008

Adapt IT Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/017276/06)
Share code: ADI ISIN: ZAE000113163
(“Adapt IT” or “the Company”)


NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008


In terms of the provisions of section 45(5) of the Companies Act, No 71 of 2008, as amended
(“Companies Act”), and pursuant to the special resolution passed at the annual general meeting of the
Company held on 24 November 2017 authorising the board of directors of Adapt IT (“Board”) to provide
direct or indirect financial assistance to, amongst others, inter-related companies, notification is hereby
given by the Company that the Board has adopted a resolution in terms of section 45(3)(b) of the
Companies Act authorising the Company to bind itself as surety for, and co-principal debtor with, its
wholly-owned subsidiary, Adapt IT Proprietary Limited (“Subsidiary”) in respect of all of the Subsidiary’s
facility obligations to Investec Bank Limited.

In accordance with section 45 of the Companies Act, the Board is satisfied and acknowledges that:

i.    immediately after providing such financial assistance, the Company would have satisfied the
      solvency and liquidity test as provided for in section 4 of the Companies Act; and
ii.   the terms under which such financial assistance would be given are fair and reasonable to the
      Company.

Johannesburg
19 December 2017

Sponsor
Merchantec Capital

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