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AfroCentric INTEGRATED ANNUAL REPORT 2016
111
Shareholder information
3. the number of shares which may be repurchased pursuant
to this authority in any financial year may not in the
aggregate exceed 5% (five percent) of the Company’s
issued share capital as at the date of passing of this
general resolution or 10% (ten percent) of the Company’s
issued share capital in the case of an acquisition of shares
in the Company by a wholly-owned subsidiary of the
Company;
4. repurchases of shares may not be made at a price greater
than 10% (ten percent) above the weighted average of
the market value of the shares for the 5 (five) business
days immediately preceding the date on which the
transaction was effected;
5. the Company or a wholly-owned subsidiary of the
Company may not effect a repurchase during any
prohibited period as defined in terms of the Listings
Requirements unless there is a repurchase programme in
place, which programme has been submitted to the JSE
in writing and executed by an independent third party,
as contemplated in terms of paragraph 5.72(h) of the
Listings Requirements;
6. after the Company or a wholly-owned subsidiary of
the Company has acquired shares which constitute,
on a cumulative basis, 3% (three percent) of the initial
number of shares in issue (at the time that authority from
shareholders for the repurchase is granted) of the relevant
class of shares and for each 3% in aggregate of the initial
number of that class acquired thereafter, the Company
shall publish an announcement on SENS containing full
details of such repurchase; and
7. the Board of Directors have passed a resolution
authorising the repurchase and that the Company has
passed the solvency and liquidity test contained in
Section 4 of the Act, and that since the test was done,
there have been no material changes to the financial
position of the Company.
In accordance with the Listings Requirements, the Directors
record that:
The Directors have no specific intention to repurchase
shares, but would utilise the renewed general authority to
repurchase shares to serve our shareholders’ interests, as
and when suitable opportunities present themselves, which
opportunities may require expeditious and immediate action.
The Directors undertake that they will not implement the
repurchase as contemplated in this special resolution while
this general authority is valid unless:
the Company and the Group will be able to pay their
debts in the ordinary course of business;
the consolidated assets of the Company and of the
Group will be in excess of the liabilities of the Company
and the Group; the assets and liabilities being recognised
and measured in accordance with the accounting policies
used in the latest audited Group Annual Financial
Statements (supplementary information);
the share capital and reserves of the Company and of the
Group are adequate for ordinary purposes; and
the working capital of the Company and the Group will
be adequate for ordinary business.”
For this resolution to be passed, votes in favour of the
resolution must represent at least 75% of all votes cast and/
or exercised at the meeting.
DISCLOSURES REQUIRED IN TERMS OF PARAGRAPH
11.26 OF THE LISTINGS REQUIREMENTS:
The following additional information, some of which may
appear elsewhere in this report is provided in terms of the
Listing Requirements for purposes of the special resolution:
Major shareholders – page 9 of the 2016 Group Annual
Financial Statements (supplementary information)
Company’s share capital – page 61 of the 2016 Group Annual
Financial Statements (supplementary information)
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full
responsibility for the accuracy of the information pertaining
to the special resolution number 2, and certify that to the
best of their knowledge and belief there are no facts that
have been omitted which would make any statement false or
misleading and that all reasonable enquiries to ascertain such
facts have been made and that the aforementioned special
resolution contains all the information required by the JSE.
MATERIAL CHANGE
Other than the facts and developments reported on in the
2016 Group Annual Financial Statements (supplementary
information), there has been no material changes in
the financial or trading position of the Company or its
subsidiaries since the Company’s financial year end and the
signature date of this Integrated Annual Report.
SPECIAL RESOLUTION NUMBER 3
FINANCIAL ASSISTANCE TO A RELATED OR INTER-
RELATED COMPANY OR COMPANIES
The reason for and effect purpose of this 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 Act to a related or inter-related company or
corporation.
“
RESOLVED
that, in terms of section 45(3)(a)(ii) of the
Companies Act, as a general approval, the Board of the
Company be and is hereby authorised to approve that the
Company provides any direct or indirect financial assistance
(“
financial assistance
” will herein have the meaning
attributed to it in section 45(1) of the Act) that the Board of
the Company may deem fit to any company or corporation
that is related or inter-related (“
related
” or “
inter-related
”
will herein have the meaning attributed to it in section 2 of
the Act) to the Company, on the terms and conditions and
for amounts that the Board of the Company may determine,