Page 109 - Stellar IAR2015

Company from any person in accordance with the requirements of the MOI, the Act and the JSE Listings Requirements, provided that:• any such acquisition of ordinary shares shall be e ectedthrough the order book operated by the JSE trading system and done without any prior understanding or arrangement with the counterparty;• the Company will not be permitted to acquire in excess of 20% of its issued shares under this general authority as at the beginning of the Company’s current nancial year;• this general authority shall be valid until the earlier of the Company’s next annual general meeting or the variation or revocation of such general authority by special resolution at any subsequent general meeting of the Company, provided that it shall not extend beyond 15 months from the date of passing of this special resolution number 1;• an announcement will be published as soon as the Company or any of its subsidiaries have acquired ordinary shares constituting, on a cumulative basis, 3% of the number of ordinary and/or preference shares in issue and for each 3% in aggregate of the initial number acquired thereafter, in compliance with paragraph 11.27 of the JSE Listings Requirements;• ordinary shares may not be acquired at a price greater than 10% above the weighted average of the market value at which such ordinary shares are traded on the JSE as determined over the ve business days immediately preceding the date of acquisition of such ordinary shares;• the Company has been given authority by its MOI;• a resolution has been passed by the board of directors con rming that the board has authorised the general repurchase, that the Company passed the solvency and liquidity test and that since the test was performed there have been no material changes to the nancial position ofthe group;• in terms of section 48 (2)(b) of the Act, the board of a subsidiaryCompany may determine that it will acquire shares of its holding company, but (i) not more than 10%, in aggregate, of the number of issued shares of any class of shares of a Company may be held by, or for the bene t of, all of the subsidiaries of that Company, taken together; and (ii) no voting rights attached to those shares may be exercised while the shares are held by the subsidiary, and it remains a subsidiary of the Company whose shares it holds;• in terms of section 48 (8)(a) and (b) of the Act, the repurchase of any shares from a director or prescribed o cer of the Company, or any repurchase which, considered alone, or together with other transactions in an integrated series of transactions, involves the acquisition by the Company of more than 5% of the issued shares of any particular class of the Company’s shares, is subject to the requirements of sections 114 and 115 of the Act;• at any point in time, the Company and/or its subsidiaries may only appoint one agent to e ect any such acquisition;• any such acquisitions are subject to exchange control regulations and approval at that time;• the Company and/or its subsidiaries may not acquire any shares during a prohibited period, as de ned in the JSE Listings Requirements unless a repurchase programme is in place, where the dates and quantities of shares to be traded during the prohibited period are xed (not subject to any variation) and has been submitted in writing to the JSE writing prior to the commencement of the prohibited period.Explanatory note for Special Resolution Number 1The reason for and e ect of this special resolution is to grant the Company and its subsidiaries a general authority to facilitate the acquisition by the Company and/or its subsidiaries of the Company’s own shares, which general authority shall be valid until the earlier of the next annual general meeting of the Company or the variation or revocation of such general authority by special resolution at any subsequent general meeting of the Company, providedthatthisgeneralauthorityshallnotextendbeyond15 months from the date of the passing of this special resolution number 1.In terms of the Listings Requirements of the JSE, any general repurchase by the Company must, inter alia, be limited to a maximum of 20% of the Company’s issued share capital in any one nancial year of that class at the time the authority is granted. Furthermore, in terms of section 48(2)(b)(i) of the Act, subsidiaries may not hold more than 10%, in aggregate, of the number of the issued shares of a Company. For the avoidance of doubt, a pro rata repurchase by the Company from all its shareholders will not require shareholder approval, save to the extent as may be required by the Act.Any decision by the directors, after considering the e ect of an acquisition of up to 5% of the Company’s issued ordinary shares, as the case may be, to use the general authority to acquire shares of the Company will be taken with regard to the prevailing market conditions and other factors and provided that, for a period of 12 months following such acquisition, the directors are of the opinion that:• the Company and the Group will be able to pay its debts in the ordinary course of business;• the Company and the Group’s assets will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of the general repurchase. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual nancial statements which comply with the Act;STELLAR CAPITAL PARTNERS | 105