Page 63 - Niveus - Integrated report 2013

General authority to repurchase company shares – special resolution number 3
Resolved that the company hereby approves, as a general approval contemplated in JSE Listings Requirement 5.72, the
acquisition by the company or any of its subsidiaries from time to time of the issued shares of the company, upon such
terms and conditions and in such amounts as the directors of the company may from time to time determine, but subject
to the provisions of the Companies Act and the JSE Listings Requirements as presently constituted and which may be
amended from time to time, and provided that:
acquisitions by the company and its subsidiaries of shares in the capital of the company may not, in the aggregate,
exceed in any one financial year 20% (twenty per cent) (or 10% (ten per cent) where such acquisitions relate to the
acquisition by a subsidiary) of the company’s issued share capital of the class of the repurchased shares from the date
of the grant of this general authority;
any such acquisition of shares shall be effected through the order book operated by the JSE trading system and done
without any prior understanding or arrangement between the company and the counterparty (reported trades are
the company (or any subsidiary) is authorised to do so in terms of its MOI;
this general authority shall only be valid until the company’s next annual general meeting, provided that it shall not
extend beyond 15 (fifteen) months from the date of passing of this special resolution;
in determining the price at which the company’s shares are acquired by the company or its subsidiaries in terms of
this general authority, the maximum premium at which such shares may be acquired may not be greater than 10%
ten per cent) above the weighted average of the market price at which such shares are traded on the JSE for the
5 (
five) business days immediately preceding the date the repurchase transaction is effected;
at any point in time, the company may only appoint one agent to effect any repurchase(s) on the company’s behalf;
the company or its subsidiaries may not repurchase shares during a prohibited period as defined in paragraph 3.67
of the JSE Listings Requirements unless there is a repurchase programme in place and the dates and quantities of
shares to be repurchased during the prohibited period are fixed and full details thereof have been disclosed in an
announcement on SENS prior to commencement of the prohibited period;
in the case of a derivative (as contemplated in the JSE Listings Requirements) the price of the derivative shall be
subject to the limits set out in paragraph 5.84(a) of the JSE Listings Requirements;
a paid press announcement will be published as soon as the company and/or its subsidiaries has/have acquired
shares constituting, on a cumulative basis 3% (three per cent) of the number of shares of the class of shares
repurchased in issue at the time of granting of this general authority, and each time the company acquires a further
3% (
three per cent) of such shares thereafter, which announcement shall contain full details of such acquisitions.”
Statement by the board of directors of the company
Pursuant to and in terms of the JSE Listings Requirements, the board of directors of the company hereby states that:
it is their intention to utilise the general authority to acquire shares in the company if at some future date the
cash resources of the company are in excess of its requirements or there are good grounds for doing so.
In this regard the directors will take account of, inter alia, an appropriate capitalisation structure for the company, the
long-term cash needs of the company, and the interests of the company;
in determining the method by which the company intends to acquire its shares, the maximum number of shares to
be acquired and the date on which such acquisition will take place, the directors of the company will only make the
acquisition if at the time of the acquisition they are of the opinion that:
the company and its subsidiaries would, after the repurchase, be able to pay their debts as they become due in
the ordinary course of business for the next 12 (twelve) months after the date of this notice of the annual general
the consolidated assets of the company and its subsidiaries, fairly valued in accordance with International
Financial Reporting Standards and recognised and measured in accordance with the accounting policies
used in the latest audited financial statements, would, after the repurchase, be in excess of the consolidated
liabilities of the company and its subsidiaries for the next 12 (twelve) months after the date of this notice of the
annual general meeting;
the issued share capital and reserves of the company and its subsidiaries would, after the repurchase,
be adequate for the ordinary business purposes of the company or any acquiring subsidiary for the next
12 (
twelve) months after the date of approval of this notice of the annual general meeting;
Niveus Investments Limited integrated Report 2013