AECI Limited Notification in terms of Section 45(5)

 
TIDM87FZ 
 
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: 
 
 1. 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"). 
 
 2. 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. 
 
 3. 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: 
 
 4. 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 
 
 5. 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) 
 
 
 
END

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