Notice in terms of Section 45 of the Companies Act 71 of 2008
HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
NOTICE IN TERMS OF SECTION 45 OF THE COMPANIES ACT 71 OF 2008
Huge Management Company Proprietary Limited (Huge Manco) is a
wholly owned subsidiary company of Huge. It has been designated as
the management company for Huge, responsible for managing and/or
monitoring the financial well-being of Huge’s subsidiary companies and
its associate companies (the Group Companies). In order to do so, it has
established a treasury function, in which it will borrow from Huge and
lend to the Group Companies. In order to perform its treasury functions,
Huge Manco requires Huge to provide it with financial assistance (the
Financial Assistance) in the form of a ZAR200 Million Revolving Facility. In
that regard, Huge Manco has concluded a Revolving Facility
Agreement with Huge, which will allow it, on written notice to Huge, to
borrow up to a maximum of R200 million.
A shareholder resolution and board resolution (Board Resolution) of Huge
authorising the Financial Assistance are required to be passed in
accordance with the provisions of section 45(3) of the Companies Act
71 of 2008 (the Companies Act). In terms of section 45(5) of the
Companies Act the board of directors of Huge (Board) are required to
provide written notice of the Board Resolution to the shareholders.
In providing this notice to shareholders, the Board confirms that the
provisions of section 45 of the Companies Act have been complied with
and that the Board Resolution was passed on 1 March 2020 and
shareholder approval by way of a special resolution in terms of section
45(3) was obtained at the annual general meeting of shareholders held
on 29 August 2019.
9 March 2020
Nedbank Corporate and Investment Banking
Date: 09-03-2020 05:35:00
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