AECI LIMITED
(Incorporated in the Republic of
South Africa)
(Registration Number
1924/002590/06)
Share code: AFE ISIN:
ZAE000000220
Bonds company code: AECI
Bond code: AEC100 ISIN:
ZAG000145988
(“AECI” or “the Company”)
NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT,
2008
Notice is hereby given that, in terms of the provisions of
section 45(5) (a) of the Companies Act NO. 71 of 2008 (“the
Companies Act”) and pursuant to the Special Resolution passed at
the Annual General Meeting of the Company held on 29 May 2017 authorising the Board of Directors
(“the Board”) to provide direct and indirect financial assistance
to current and future subsidiaries and to current and future
associated companies of the Company, the Board adopted a resolution
on 27 November 2017 authorising the
Company to provide financial assistance in terms of section 45 of
the Companies Act (“financial assistance”) by way of guaranteeing
the performance of AECI Mauritius Limited (“AECI Mauritius”) in
respect of the latter’s loan facility agreement obligations in a
maximum aggregate amount of EUR129
million. AECI Mauritius is a wholly-owned, indirectly
held subsidiary of the Company.
The funds will be used to execute the transaction detailed in
the announcement published on the Johannesburg Stock Exchange News
Service on 8 November 2017, together
with any consideration adjustments contemplated in the transaction
agreement.
The transaction is summarised as follows:
-
AECI and AECI Mauritius reached agreement with Imperial Chemical
Logistics GmbH (“ICL”), a wholly-owned subsidiary of Imperial
Holdings Limited, and Schirm GmbH, a wholly-owned subsidiary of
ICL, in terms of which (i) AECI Mauritius will acquire 100% of the
share capital in Schirm GmbH and shareholder loan claims; and (ii)
Schirm GmbH will acquire (a) the contract manufacturing business of
ICL (“Wolfenbüttel Business”); and (b) a property of Wolfenbüttel,
Germany (“Wolfenbüttel Property”),
(together, “Schirm”) (“the Transaction”).The purchase consideration
of EUR110,5 million payable in cash
(“Purchase Consideration”).
-
For a period of one year from the closing date of the
Transaction, Schirm GmbH retains an option to acquire four
warehouses at the Schirm plant in Schönebeck from ICL for a maximum
purchase consideration of EUR9,0
million.
-
Schirm GmbH has entered into a separate 25-year lease agreement
with ICL for warehouse and factory space to meet its own
operational and raw material storage requirements, in terms of
which AECI will make a pre-payment of EUR3,5
million.
In accordance with section 45(3)(b) of the Companies Act, the
Board advises that it is satisfied and acknowledges, in respect of
the financial assistance, that:
-
Immiediately after providing such financial assistance, AECI
would have satisfied the solvency and liquidity test as provided
for in Section 4 of the Companies Act; and
-
The terms under which such financial assistance has been given
are fair and reasonable to the Company.
11 December 2017
Equity and Debt Sponsor: Rand Merchant
Bank (A division of FirstRand Bank Limited)