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Integrated Report 2016
SHAREHOLDER INFORMATION
(continued)
NOTICE OF ANNUAL GENERAL MEETING
CONTINUED
11. SHARE REPURCHASE
Special Resolution 3
To authorise the directors to approve and implement the acquisition by the Company (or by a subsidiary of the Company in terms of
section 48(2)(b) of the Companies Act), of ordinary shares of the Company, by way of a general authority, which shall only be valid until
the Company’s next Annual General Meeting or 15 (fifteen) months from the date of the passing of this special resolution, whichever
period is the shorter, and subject to the Companies Act, the MOI, the JSE Limited (“
JSE
”) Listings Requirements, when applicable, and
the following limitations, namely:
•
the repurchase being implemented through the order book operated by the JSE trading system, without prior understanding or
arrangement between the Company and the counterparty (reported trades are prohibited);
•
the Company being authorised thereto by its MOI;
•
repurchases not being made at a price greater than 10% (ten percent) above the weighted average of the market value of the ordinary
shares for the 5 (five) business days immediately preceding the date on which the transaction was effected;
•
an announcement being published in accordance with the JSE Listings Requirements as soon as the Company has repurchased
ordinary shares constituting, on a cumulative basis, 3% (three percent) of the number of ordinary shares in issue at date of the passing
of this resolution (“
initial number
”), and for each 3% (three percent) in aggregate of the initial number of ordinary shares repurchased
thereafter, containing such details of such repurchases as are required under the JSE Listings Requirements as well as any confirmations
and disclosures required of the Company and its directors;
•
a resolution has been passed by the Board confirming that it has authorised the repurchase, and that the Company and its subsidiary/
ies have passed the solvency and liquidity test and that since the test was done there have been no material changes to the financial
position of the Group;
•
any such general repurchases are subject to exchange control regulations and approval at that point in time;
•
the number of shares purchased and held by a subsidiary or subsidiaries of the Company shall not exceed 10% (ten percent) in
aggregate of the number of issued shares in the Company at the relevant times;
•
general repurchase of ordinary shares in the aggregate in any one financial year may not exceed 20% (twenty percent) of the Company’s
issued ordinary share capital as at the beginning of the financial year;
•
the Company or its subsidiary may not repurchase securities during a prohibited period as defined in the JSE Listings Requirements unless
they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed
(not subject to any variation) and has been submitted to the JSE in writing prior to the commencement of the prohibited period; and
•
the Company only appointing 1 (one) agent at any point in time to effect any repurchases on its behalf.
Having considered the effects of a maximum repurchase, the directors are of the opinion that:
•
the Company and the Group will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months following
the date of the notice of Annual General Meeting;
•
the assets of the Company and the Group, recognised and measured in accordance with the accounting policies used in the latest
audited Group annual financial statements, will exceed the liabilities of the Company and the Group for a period of 12 (twelve) months
following the date of the notice of Annual General Meeting;
•
the ordinary share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of
12 (twelve) months following the date of the notice of Annual General Meeting; and
•
the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 (twelve) months
following the date of the notice of the Annual General Meeting.
The Board confirms that, having considered the effects of the maximum repurchase, it has passed a resolution approving the repurchase
and confirming that the Company and its subsidiary/ies have passed the solvency and liquidity test and that, since the test was
performed, there have been no material changes to the financial position of the Group.
STATEMENT OF INTENT
The directors undertake that, to the extent it is still required by the JSE Listings Requirements and the Companies Act, they will not
implement any repurchase as contemplated in this special resolution while this general authority is valid, unless:
•
the Board has resolved to authorise such repurchase subject to the limitations set out in this special resolution, have applied the
solvency and liquidity test set out in section 4 of the Companies Act and have reasonably concluded that the Group will satisfy the
solvency and liquidity test immediately after completing such repurchase, and are satisfied that since the test was carried out there
have been no material changes to the financial position of the Group; and
•
the Group will comply with the provisions of section 46 of the Companies Act and the JSE Listings Requirements in relation to
such repurchase.
The JSE Listings Requirements require the following disclosures, some of which are elsewhere in the Integrated Report and as set out below.
•
Major shareholders of the Company – page 158;
•
Share capital of the Company – page 117.