IMPERIAL GROUP LIMITED - Update on Consent Request Dated 25 June 2018

Update on Consent Request Dated 25 June 2018

Imperial Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1983/009088/06)
Company code: IMG
(“the Issuer”)


UPDATE ON CONSENT REQUEST DATED 25 JUNE 2018


1.     The Issuer refers to the notice entitled “Notice of Request for Written Consent of Noteholders” dated
       25 June 2018 (the Consent Request Notice) given to each holder of Notes (the Noteholders) issued
       under the Imperial Group Limited ZAR10,000,000,000 Domestic Medium Term Note Programme (the
       Programme) established pursuant to a programme memorandum dated 22 September 2010 (the
       Programme Memorandum) in terms of Condition 19 (Notices) of the section headed “Terms and
       Conditions of the Notes” in the Programme, for purposes of obtaining the Noteholders’ written consent
       to bring forward the Maturity Date to 6 August 2018 (the Amended Maturity Date) for each of the
       Outstanding Notes under the Programme, with stock codes IPL8, IPL9, IPL10 and IPL11 respectively, and
       to deregister and delist the Programme from the Interest Rate Market of the JSE Limited after the
       Amended Maturity Date.


2.     Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto
       in the Consent Request Notice.

3.     The Issuer hereby confirms that it will redeem all Outstanding Notes under the Programme on the
       Amended Maturity Date at the clean price mark-to-market rate published by the JSE Limited (as set out
       below) applicable to each of the Outstanding Notes as at 25 June 2018, plus accrued interest until the
       Amended Maturity Date (“Early Redemption Amount”):

        Note                                                  Clean Price mark-to-market 25 June 2018
        IPL8                                                  100.5656011
        IPL9                                                  100.2105992
        IPL10                                                 100.34784
        IPL11                                                 100.0060688



4.     For the avoidance of doubt the Issuer shall not redeem such Notes at par as previously indicated in the
       Consent Request Notice.

5.     The Issuer further confirms that any votes cast in respect of any Outstanding Note prior to the date of this
       announcement will also be redeemed at the Early Redemption Amount.

6.     Other than as outlined in paragraph 3 above, the Issuer makes no further amendments to the Consent
       Request Notice and confirms that the time periods for the delivery of the respective written consents to
       the Extraordinary Resolutions outlined in the Consent Request Notice remain applicable and that the
       Noteholders are requested to provide their respective consents to the Extraordinary Resolutions outlined
       in the Consent Request Notice by voting on each Extraordinary Resolution specified in the Consent
       Request Notice as annexure 1 and delivering the same in the manner prescribed in the Consent
       Request Notice.


13 July 2018

Debt Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

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