CITY LODGE HOTELS LIMITED - Notice in terms of Section 45(5) of the Companies Act, 71 of 2008, as amended ("the Act")

Release Date: 29/08/2018 17:18
Code(s): CLH
 
Wrap Text
Notice in terms of Section 45(5) of the Companies Act, 71 of 2008, as amended ("the Act")

City Lodge Hotels Limited
"City Lodge" or “the Company”
(Reg. No. 1986/002864/06)
(Incorporated in the Republic of South Africa)
Share Code: CLH    ISIN Code: ZAE000117792

NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71
OF 2008, AS AMENDED (“THE ACT”)

Shareholders are referred to Special Resolution 2 relating
to the provision of direct or indirect financial assistance
in terms of section 45(5) of the Act to related and inter-
related companies, which was approved at the annual general
meeting on 9 November 2017.

Further to the above, shareholders are notified, in terms
of section 45(5) of the Act, that the Board passed a
resolution on 7 August 2018 in terms of which the Company
will grant financial assistance, under the R1,140 billion
loan facility, to City Lodge Hotels (Africa) Pty Ltd, an
inter-related company of City Lodge, in the amount of R300
million for purposes of achieving the Company’s expansion
initiatives.

The financial assistance, as detailed above, exceeds one-
tenth of 1% of the Company’s net worth as at the date of
the board resolution.

The Board is satisfied 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 Act;
    and
ii. the terms under which such financial assistance would
    be given are fair and reasonable to the Company; and

that any conditions or restrictions relating to the
granting of such financial assistance contained in the
Company’s memorandum of incorporation have been satisfied.

Bryanston
29 August 2018

Sponsor
Nedbank Corporate & Investment Banking

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