Notice of Annual General Meeting continued 1.2.3 DIRECTORS’ RESPONSIBILITY STATEMENT The directors, whose names are given on page 9 and 10 of the annual report of which this notice forms part, collectively and individually accept full responsibility for the accuracy of the information pertaining to special resolution number 2 and certify that to the best of their knowledge and belief there are no facts in relation to special resolution number 2 that have been omitted which would make any statement in relation to special resolution number 2 false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that special resolution number 2 together with this notice contains all information required by law and the JSE Listings Requirements in relation to special resolution number 2. 1.2.4 ADEQUACY OF WORKING CAPITAL At the time that the contemplated repurchase is to take place, the directors of the Company will ensure that, after considering the effect of the maximum repurchase and for a period of twelve months thereafter: • the Company and its subsidiaries will be able to pay their debts as they become due in the ordinary course AFRICAN DAWN 8 1 ANNUAL REPORT 2014 of business; • the consolidated assets of the Company and its subsidiaries, fairly valued in accordance with International Financial Reporting Standards, will be in excess of the consolidated liabilities of the Company and its subsidiaries; • the issued share capital and reserves of the Company and its subsidiaries will be adequate for the purpose of the ordinary business of the Company and its subsidiaries; and • the working capital available to the Company and its subsidiaries will be sufficient for the Group’s requirements. The Company may not enter the market to proceed with the repurchase until its Designated Adviser, PSG Capital (Pty) Ltd, has discharged of all of its responsibilities in terms of the JSE Listings Requirements insofar as they apply to working capital statements for the purposes of undertaking an acquisition of its issued ordinary shares. 1.3 SPECIAL RESOLUTION NUMBER 3 – LOANS OR OTHER FINANCIAL ASSISTANCE TO DIRECTORS AND RELATED COMPANIES Resolved that, as a special resolution, in terms of section 45 of the Companies Act, the shareholders hereby approve of the Company providing, at any time and from time to time during the period of two years commencing on the date of this special resolution number 3, any direct or indirect financial assistance (which includes lending money, guaranteeing a loan or other obligation, and securing any debt or obligation) as contemplated in section 45 of the Companies Act to a director or prescribed officer of the Company, or to a related or inter-related company or corporation or to a member of any such related or inter-related corporation or to a person related to any such company, corporation, director, prescribed officer or member provided that: • The Board from time to time, determines: (i) The specific recipient or general category of potential recipients of such financial assistance; (ii) The form, nature and extent of such financial assistance; (iii) The terms and conditions under which such financial assistance is provided; and • The Board may not authorise the Company to provide any financial assistance pursuant to this special resolution number 3 unless the Board meets all those requirements of section 45 of the Companies Act which it is required to meet in order to authorise the Company to provide such financial assistance. Explanation The reason for and effect of special resolution number 3 is to grant the Board the authority to authorise the Company to provide financial assistance as contemplated in section 45 of the Companies Act, to the persons specified in section 45(2), i.e. a director or prescribed officer of the Company, or to a related or inter-related company or corporation, or to a member of a related or interrelated corporation, or to a person related to any such company, corporation, director, prescribed officer or member. This resolution is intended mainly to enable the Company to provide inter-company loans and guarantees within the Group but will also permit the board to authorise financial assistance to directors and prescribed officers, and to related parties.
AFRICAN DAWN ANNUAL REPORT 14
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