129 / 146
125
INTEGRATED REPORT 2017
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 per cent) 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 has 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.
Reason for and effect
The reason for and effect of this special resolution number 2 is to grant the directors a general authority in terms of the MOI of the
Company and the Listings Requirements for the acquisition by the Company or by a wholly owned subsidiary of the Company of
shares issued by the Company on the basis reflected in special resolution number 2. In terms of section 48(2)(b)(i) of the Act,
subsidiaries may not hold more than 10%, in aggregate, of the number of the issued shares of a company. For the avoidance of
doubt, a pro rata repurchase by the Company from all its shareholders will not require shareholder approval, save to the extent as
may be required by the Act.
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.
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;
• 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.”
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 12 of the 2017 Annual Financial Statements
• Company’s share capital – page 69 of the 2017 Annual Financial Statements
Directors’ responsibility statement
The directors, whose names are given on page 1 of the 2017 Annual Financial Statements, collectively and individually accept full
responsibility for the accuracy of the information pertaining to the special resolution no. 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.