Alviva Holdings Limited – Notice In Terms Of Section 45(5) Of The Companies Act, 71 Of 2008, As Amended (the Act) For The Granting Of Financial Assistance
Alviva Holdings Limited
(Formerly Pinnacle Holdings Limited)
(Incorporated in the Republic of South Africa)
Registration number 1986/000334/06
Share Code: AVV
(“Alviva” or “the Company”)
NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF 2008, AS AMENDED (THE “ACT”) FOR THE GRANTING OF FINANCIAL ASSISTANCE
In terms of section 45(5)(a) of the Act, notice is hereby given that the board of directors of Alviva, pursuant to a board resolution adopted on 22 February 2017, authorised the Company to provide financial assistance as detailed below, to certain of its subsidiary companies pursuant to the authority granted to the board by shareholders at the annual general meeting of the Company held on 25 November 2016.
The board of directors, before authorising the Company to provide the financial assistance in terms of section 45 of the Act, has satisfied itself that:
- immediately after providing the financial assistance, the Company satisfied the solvency and liquidity test contemplated in section 4 of the Act;
- there has been due compliance with the requirements of the Company’s constitutional documents andother founding documents and with the Act; and
- the terms upon which financial assistance is to be given are fair and reasonable to the Company.
The provision of financial assistance arose as a result of the Company being required, from time to time, in the ordinary course of business, to sign parental company guarantees to enable its subsidiary companies to purchase IT and other products on credit as follows:
- Huawei International Co. Limited – US$15 000 000 (Fifteen million United States dollars);
- IBM South Africa Proprietary Limited – US$20 000 000 (Twenty million United States dollars);
- Micro Focus Software (Ireland) Limited – US$35 000 000 (Thirty-five million United States dollars); and
- Lenovo PC HK Limited – US$26 000 000 (Twenty-six million United States dollars).
17 March 2017
Deloitte & Touche Sponsor Services (Pty) Ltd