TONGAAT HULETT LIMITED - Notice in terms of section 45(5) of the Companies Act No. 71 of 2008

Notice in terms of section 45(5) of the Companies Act No. 71 of 2008

Tongaat Hulett Limited
Registration number 1892/000610/06
Share code: TON
ISIN ZAE000096541
("Tongaat Hulett" or the "Company")

NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT No. 71 of 2008
("Companies Act")

Notice is hereby given in terms of section 45(5) of the Companies Act that the board of directors
of Tongaat Hulett ("Board") 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.

     Tongaat

     15 August 2019

     Sponsor
     Investec Bank Limited




                                                       


Date: 15/08/2019 01:07:00
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