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
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;
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.
29 August 2018
Nedbank Corporate & Investment Banking
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