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NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 2008

Monday, 11 December 2017

AECI LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1924/002590/06)
Share code: AFE   ISIN: ZAE0000002
Bonds company code: AECI
Bond code: AECI00   ISIN: ZAG000145988
(“AECI” or “the Company”)

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:

a) 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 service business of ICL (“Wolfenbüttel Business”); and (b) a property in Wolfenbüttel, Germany (“Wolfenbüttel Property”), (together, “Schirm”) (“the Transaction”). The purchase consideration of EUR110,5 million is payable in cash (“Purchase Consideration”).
b) 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.
c) 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:

a) immediately 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
b) 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)


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