Section 45 Notice
CROOKES BROTHERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1913/000290/06)
Share code: CKS ISIN: ZAE000001434
(“Crookes Brothers” or “the Company”)
NOTICE OF PROVISION OF DIRECT OR INDIRECT FINANCIAL ASSISTANCE IN
TERMS OF SECTION 45 OF THE COMPANIES ACT NO 71 OF 2008
Shareholders of Crookes Brothers are referred to the special resolution tabled and
approved at the Annual General Meeting held on 27 July 2018, authorising directors
in terms of Section 45 of the Companies Act, 2008 (Act 71 of 2008) (“the Act”) to
provide direct or indirect financial assistance to any company or corporation which is
related or inter-related to the Company. The Board has authorised the Company in
terms of Section 45 (2) of the Act, to provide or to continue to provide direct or
indirect financial assistance (including by way of loans or guarantees) to related or
inter-related companies in the normal course of business.
Crookes Brothers has provided a guarantee in favour of Grindrod Bank Limited for
the sum of R60 million in support of a subsidiary term loan.
The Board has confirmed that, after considering the reasonably foreseeable financial
circumstances of the Company, it is satisfied that, immediately after it provided and
continues to provides such financial assistance, the Company would satisfy the
solvency and liquidity test, as contemplated in terms of Section 4 of the Act and that
the terms under which such financial assistance would be given would be fair and
reasonable to the Company. Shareholders are advised that the financial assistance
(loan finance) to be provided to the related or inter-related companies may exceed
1/10th of 1% of the Company’s net worth as at the approval date of this notification.
24 August 2018
Sasfin Capital (a member of the Sasfin group)
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