Notification in terms of section 45(5) of the Companies Act 71 of 2008
REX TRUEFORM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO ISIN: ZAE000250387
JSE share code: RTN ISIN: ZAE000250395
JSE share code: RTOP ISIN: ZAE000250403
("Rex Trueform" or "the Company")
NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008
Notice is hereby given that, in terms of the provisions of section 45(5) of the Companies Act 71 of
2008 ("the Companies Act"), and pursuant to the special resolution passed at the annual general
meeting of Rex Trueform held on 22 January 2021 authorising the board of directors of the Company
("the board") to provide direct or indirect financial assistance to, inter alia, subsidiaries of the
Company, the Company has provided financial assistance to subsidiaries on the following basis:
As announced on SENS on 6 October 2016, Queenspark Proprietary Limited (Registration Number:
2001/022975/07) ("Queenspark") entered into a written loan agreement with, Queenspark
(Proprietary) Limited (Registration Number: 2015/1333) ("Queenspark Namibia"), a wholly-owned
subsidiary of the Company and a related person to the Company in the manner contemplated in the
Companies Act, pursuant to which the Company agreed to make a loan facility in the amount of
R 7 000 000.00 available to Queenspark Namibia ("the Loan Agreement").
As at 28 June 2021, Queenspark constituted a substantial creditor of Queenspark Namibia in the
amount of R 4 934 292.72 in terms of the Loan Agreement ("Loan Balance Outstanding") and
R 2 563 884.77 for Trade Accounts Payable ("Trade Balance Outstanding").
Queenspark has now agreed to provide financial assistance to Queenspark Namibia by way of
forgiving both the Loan Balance Outstanding as well as the Trade Balance Outstanding (collectively,
"Balance Outstanding") pursuant to which Queenspark will with effect from 30 June 2021 waive any
claim it may have against Queenspark Namibia with respect to the Balance Outstanding.
In accordance with section 45 of the Companies Act, the board of the Company was satisfied that
immediately after providing such financial assistance, Queenspark has met the provisions of the
solvency and liquidity test as provided for in section 4 of the Companies Act. Accordingly, the board
of the Company adopted a resolution on 30 June 2021 in terms of section 45(2) of the Companies Act,
authorising Queenspark to provide financial assistance as contemplated in section 45 of the Companies
Act to Queenspark Namibia.
30 June 2021
Date: 30-06-2021 05:00:00
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