Tongaat - financial assistance
Notice was given in terms of section 45(5) of the Companies Act that the board of directors of Tongaat has adopted a resolution authorising the Company to provide direct or indirect financial assistance within the following categories to or for the benefit of related and inter-related companies and corporations:
(i) pursuant to trading account transactions with related and inter-related companies and corporations including, inter alia, settling costs and expenses incurred by, or in connection with, related and inter-related companies and corporations;
(ii) in the form of loans or other investments into related and inter-related companies and corporations; and
(iii) in the form of guarantees and suretyships for the benefit of related and inter-related companies and corporations for loans owing by, and undertakings and obligations furnished or incurred by, related and inter-related companies and corporations, to third parties, subject to the following restrictions:
- the total amount owing (whether or not due and payable) by related and inter-related companies and corporations to the Company pursuant to such financial assistance furnished by the Company on and after the date on which the Board resolution was passed shall not at any given point in time exceed an amount of R80 000 000 (eighty million Rand);
- the Company shall only be entitled to provide financial assistance in the form contemplated in paragraphs (i) and (iii) above to related or inter-related South African- incorporated companies; and
- the latest date on which financial assistance can be provided (conditionally or unconditionally) pursuant to the Board resolution is 31 January 2020.
This notification is required because the financial assistance will potentially exceed one-tenth of 1% of the Company's net worth at the time of the Board resolution.
In accordance with section 45 of the Companies Act, and after considering, inter alia, management communications and valuations of the Company's assets and liabilities, the Board is satisfied that:
(i) immediately after providing the financial assistance, Tongaat Hulett would satisfy the solvency and liquidity test in the Companies Act; and
(ii) the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.