Pinnacle Holdings Limited
Registration number 1986/000334/06
Share Code: PNC
(“Pinnacle” or “the Company” or “the Group”)
NOTICE TO SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION45(5) OF THE COMPANIES ACT, 71 of 2008(“THE ACT”)
Shareholders approved a special resolution at the Annual General Meeting held on 3 December 2015, authorising the board of directors, from time to time, to provide any direct or indirect financial assistance, as defined in section 45(1) of the Act to any subsidiary as contemplated in section 45(2) of the Act, for such amounts and on such terms and conditions as the board may determine.
Financial assistance to subsidiaries includes the authority to transfer funds against loan accounts between Group companies, in order to continue conducting the centralised treasury operations of the Group and for the Group to continue issuing covering guarantees in favour of financial institutions and certain major suppliers for credit and advances by those organisations to the Company’s operating subsidiaries.
In terms of section 45(5) of the Act, the directors are required to advise shareholders of the projected quantum of such funding or financial assistance. Having evaluated the resources required to achieve the ongoing operational and growth strategies of the Group, the board of directors (the “board”) passed a resolution on 27 November 2014, as announced on SENS on 8 December 2014, authorising the Company to increase its direct or indirect financial assistance to its subsidiaries by up to R500million over the next two years, subject to the provisions of the Act and the Listings Requirements of the JSE Limited.
In addition to the above R500 million, the board has on 24 March 2016 approved a corporate guarantee in an amount of US$ 30 Million in order to secure trade credit facilities for one of its major subsidiaries,Axiz (Pty)Ltd(“Axiz”). The facilities secured are required to facilitate certain sizeable transactions between the supplier, Axiz and its customers and will enhance the growth of the Group.
In addition, in accordance with section 45(3)(b) of the Act, the board has satisfied itself that immediately after providing financial assistance, the Company would satisfy the solvency and liquidity test set out in section 4(1) of the Act.
8 April 2016
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd