21.7 RESOLUTIONS THAT ARE REQUIRED
DIRECTORS RESOLUTION WHERE THE BUYBACK OF SHARES IS NOT FROM DIRECTORS AND IS LESS THAN 5%
ABC COMPANY PTY LTD
NOTICE OF DIRECTORS MEETING
TO BE HELD AT JOHANESSBURG DATE 15 MAY 2019 TIME 1400
Notice is hereby given that a meeting of directors will be held at the registered office of the company situated at xxxxxxx, xxxxxx xxx, to pass the resolutions indicated below.
REASONS FOR THE DIRECTORS RESOLUTION
1. In terms of Section 48 of the Companies Act 2008 the directors have decided to repurchase shares from certain shareholders by way of a cash payment. The re-acquisition of the shares constitutes less than 5% of the share capital of the company and no shares are being re-acquired from directors. The shareholders who are to be repaid are reflected in the schedule attached amounting to R200,000 of par value shares at R1 each. This payment is to reduce the Share Capital account as well as the Contributed Tax Capital Account. Together with this payment each shareholder will receive a further payment of 50c per share being their share of the Share Premium account which will reduce the Share Premium account by R50,000 as well as the Contributed Tax Capital Account. These payments are scheduled to take place on the 31st May 2019.
2. In terms of Section 46 of the Companies Act 2008 the directors have reviewed the latest set of management accounts at the 31st May 2019 which has established the solvency and liquidity of the company. The directors have also prepared a detailed cash projection which is attached to this resolution for the 12-month period ending 31 May 2019 which establishes that after the distribution of the share capital and share premium as reflected in resolution Number 1 the company will not have any liquidity problems and will meet all its financial commitments for the ensuing 12 months.
On the date of the proposed transaction the directors will ensure the following in terms of Section 46 of the Companies Act; -
1. That the Share Capital and reserves of the Company are adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the repurchase;
2. That the working capital of the Company is adequate for ordinary business purposes for a period of 12 (twelve) months after the payment date; and;
3. Having applied the solvency and liquidity test as set out in Section 4 of the Companies Act, that the Company will satisfy the solvency and liquidity test immediately after completing the proposed repurchase.
RESOLUTION TO BE PASSED
1. That the Directors hereby approve, subject to the Memorandum of Incorporation and the Companies Act a re-acquisition of shares in terms of S48 of the Companies Act, being 5% of the shares in the company amounting to a repayment of R200,000 to the shareholders in the attached schedule. This payment, to be debited to the Share Capital Account and the Contributed Tax Capital account is to be reduced accordingly.
2. That each shareholder who is being repaid share capital will receive a further payment of 50c per share being their share of the share premium account which will reduce the share premium account by R50,000 as well as the Contributed Tax Capital account.
Signed by a Director
_________________________
ABC COMPANY PTY LTD
MINUTES OF DIRECTORS MEETING
HELD AT JOHANESSBURG DATE 15 MAY 2019 TIME 1400
Resolved that;
1. the Directors hereby approve, subject to the Memorandum of Incorporation and the Companies Act a re-acquisition of shares in terms of S48 of the Companies Act, being 5% of the shares in the company amounting to a repayment of R200,000 to the shareholders in the attached schedule. This payment, to be debited to the Share Capital Account and the Contributed Tax Capital account is to be reduced accordingly.
2. each shareholder who is being repaid Share Capital will receive a further payment of 50c per share being their share of the share premium account which will reduce the share premium account by R50,000 as well as the Contributed Tax Capital account.
SIGNED AS A CORRECT RECORD BY THE DIRECTORS
Director A __________________________
Director B___________________________