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Notice of a meeting of all note holders
BLUE GRANITE INVESTMENTS NO. 1 (RF) LIMITED
Registration Number 2005/023294/06 (the "Issuer")
Stock Code: BLG1A4, BLG1B, BLG1C, BLD1D, BLG1E, BLGA6, BLG1F
ISIN: ZAG000026840, ZAG000026857, ZAG000026865, ZAG000026873,
ZAG000026881, ZAG000082231, ZAG000082256
NOTICE OF A MEETING OF ALL THE HOLDERS OF THE NOTES ISSUED BY THE
ISSUER UNDER ITS ZAR5 000 000 000 ASSET BACKED NOTE ISSUER
PROGRAMME WITH THE STEP-UP CALL DATE OF 21 NOVEMBER 2015 AND A
FINAL MATURITY DATE OF 21 NOVEMBER 2032
Pursuant to Condition 22 of the Terms and Conditions of the Notes, Blue Granite No. 1
Security SPV (RF) Proprietary Limited hereby gives notice that a meeting of all the
holders of the Notes, issued by the Issuer under its ZAR5 000 000 000 Asset Backed
Note Issuer Programme and having a Step-Up Call Date of 21 November 2015 (the
"Noteholders"), will be held on Friday, 9 October 2015, at 10:00 at the offices of
Maitland Group South Africa Limited, 1st Floor, 32 Fricker Road, Illovo (the
"Noteholders Meeting"), at which the following Special Resolutions will be considered
and, if deemed fit, passed.
Unless otherwise defined, words and expressions used in this notice will bear the same
meanings as in the issuer transaction supplement of the Issuer dated 16 November
2010, as amended, read together with the Blue Granite Investments master programme
memorandum issued by the Issuer dated 28 October 2005.
SPECIAL RESOLUTION 1 – PROVISION FOR REFINANCING PERIOD
1 WHEREAS
1.1 No Refinancing Period has been set out in item 14 of the Applicable Pricing
Supplement in relation to each of the Class A4 Notes, the Class A6 Notes, the
Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the
Class F Notes respectively (collectively the "Applicable Pricing
Supplements").
1.2 The Step-Up Call Date in respect of each of the Class A4 Notes, the Class A6
Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E
Notes and the Class F Notes respectively (collectively the "Applicable Notes")
is 21 November 2015.
1.3 Should the Issuer not redeem the outstanding Applicable Notes on the
Step-Up Call Date, the margin for the Interest Rate payable on the Applicable
Notes will be increased with effect from the Step-Up Call Date in accordance
with the Applicable Pricing Supplement.
1.4 The Issuer wishes to have the right to exercise the Refinancing Option
pursuant to Condition 7.3.3 during the period falling between 21 October 2015
and 21 December 2015 (the "Refinancing Period") in order to enable it to
redeem the outstanding Applicable Notes at any time during the Refinancing
Period, including on the Step-Up Call Date, should it decide to do so.
1.5 The Issuer accordingly wishes to amend item 14 of the Applicable Pricing
Supplement to read: "Refinancing Period – 21 October 2015 to
21 December 2015".
SPECIAL RESOLUTION 2 - EXERCISING OF REFINANCING OPTION ON DATE
OTHER THAN THE STEP-UP CALL DATE OR ANY INTEREST PAYMENT DATE
THEREAFTER AND CONSENT TO SHORTER NOTICE PERIOD TO EXERCISE
REFINANCING OPTION
AND WHEREAS
1.6 Condition 7.3.3 provides, inter alia, that the Issuer is entitled, subject to the
Originator's prior written consent (but without requiring the consent of the
Noteholders), upon giving the Refinancing Notice to the Noteholders given at
any time during the Refinancing Period, to issue Refinancing Notes in order to
redeem all, but not some only, of the Refinanced Notes; provided that a
Refinancing Notice may not be given less than 20 days prior to the Step-Up
Call Date or any Interest Payment Date thereafter unless all of the holders of
the Refinanced Notes consent thereto in writing.
1.7 Condition 7.3.3 provides further that the Issuer is entitled to withdraw its
Refinancing Notice at any time prior to the issue of the Refinancing Notes and,
following such withdrawal, will not be entitled to issue any further Tranche of
Notes for the purpose mentioned in Condition 7.3.3 with respect to such
Refinanced Notes and will not be obliged to redeem the Refinanced Notes on
the Step-Up Call Date or on any Interest Payment Date falling thereafter,
unless a new Refinancing Notice is issued no later than 3 Business Days prior
to the proposed Issue Date falling during the Period 22 November 2010 and
21 February 2011.
1.8 The Issuer wishes to amend Condition 7.3.3 to provide that -
1.8.1 it may give the Refinancing Notice at any time during the Refinancing
Period, provided that such notice shall not be given less than 5 days' prior
to the proposed Issue Date for the Refinancing Notes (provided that such
Issue Date falls on a Business Day during the Refinancing Period);
1.8.2 should it withdraw the Refinancing Notice referred to in 1.8.1 above prior
to the issue of the Refinancing Notes but thereafter wish to refinance the
Refinanced Notes in terms of Condition 7.3.3, the Issuer may issue a new
Refinancing Notice at least 5 days prior to the rescheduled proposed
Issue Date (provided that such rescheduled proposed Issue Date falls on
a Business Day during the Refinancing Period); and
1.8.3 the proceeds of the issue of any Refinancing Notes will only be used to
redeem the Refinanced Notes; and no Noteholder (other than Noteholders
of the Refinanced Notes) or any other creditor of the Issuer will have any
claim to such proceeds.
SPECIAL RESOLUTION 3 – PROVISION FOR THE ISSUER TO PURCHASE NOTES
AND WHEREAS
1.9 The Terms and Conditions of the Notes do not allow the Issuer to purchase
any of the Notes issued under the Programme in the open market.
1.10 The Issuer wishes to have the right to purchase any of the Notes it has issued
in the open market, or otherwise as the Issuer may so wish, at any price and
at any time.
1.11 The Issuer accordingly wishes to include an additional Condition 7.7 to provide
that –
1.11.1 the Issuer may at any time purchase Notes at any price in the open
market or otherwise; and
1.11.2 the Notes so purchased by the Issuer shall be cancelled.
2 IT IS ACCORDINGLY RESOLVED THAT
SPECIAL RESOLUTION 1
2.1 Subject to the passing of the resolution, upon a poll, by a majority consisting
of not less than three-fourths of the votes cast at such poll by the Noteholders
of all of the Notes, present in person or by proxy, the Issuer be and is hereby
authorised to amend item 14 of each of the Applicable Pricing Supplements to
read: "Refinancing Period – 21 October 2015 to 21 December 2015".
SPECIAL RESOLUTION 2
2.2 Subject to the passing of Special Resolution 1, upon a poll, by a majority
consisting of not less than three-fourths of the votes cast at such poll by the
Noteholders of all of the Notes, present in person or by proxy, the Issuer be
and is hereby authorised to amend Condition 7.3.3 by -
2.2.1 deleting the phrase "provided that a Refinancing Notice may not be given
less than 20 days prior to the Step-Up Call Date or any Interest Payment
Date thereafter" and substituting it with the phrase "provided that a
Refinancing Notice may not be given less than 5 days prior to the
proposed Issue Date (provided that such proposed Issue Date falls on a
Business Day during the Refinancing Period) (the "Proposed Issue
Date")" in Condition 7.3.3;
2.2.2 deleting the phrase "…on the Step-Up Call Date or any Interest Payment
Date falling thereafter, unless a new Refinancing Notice is issued no later
than 3 Business Days prior to the proposed Issue Date falling during the
Period 22 November 2010 and 21 February 2011" and replacing it with
"…on the Proposed Issue Date, unless a new Refinancing Notice is issued
no later than 5 days prior to the rescheduled Proposed Issue Date
(provided that such rescheduled Proposed Issue Date falls on a Business
Day during the Refinancing Period)" in Condition 7.3.3; and
2.2.3 deleting the phrase ", subject to investment in Permitted Investments as
set out below and as otherwise may be expressly permitted in the
Applicable Pricing Supplement," in the penultimate sentence of
Condition 7.3.3 and the phrase "The proceeds of the issue of any
Refinancing Notes may, pending application in accordance with the
aforesaid, only be invested by the Issuer in Permitted Investments, being
in all cases Permitted Investments having maturity date(s) on or prior to
the Step-Up Call Date or any Interest Payment Date falling thereafter." in
the final sentence of Condition 7.3.3,
so that Condition 7.3.3 shall read as follows -
"Refinancing of Notes - The Issuer will, subject to the Originator’s prior
written consent (but without requiring the consent of the Noteholders),
be entitled, upon giving the Refinancing Notice to the Noteholders at any
time during the Refinancing Period, to issue Refinancing Notes in order to
redeem all, but not some only, of the Refinanced Notes; provided that a
Refinancing Notice may not be given less than 5 days prior to the
proposed Issue Date (provided that such proposed Issue Date falls on a
Business Day during the Refinancing Period) (the "Proposed Issue
Date") unless all of the holders of the Refinanced Notes consent thereto
in writing. The Issuer will be entitled to withdraw its Refinancing Notice at
any time prior to the issue of the Refinancing Notes and, following such
withdrawal, will not be entitled to issue any further Tranche of Notes for
the purpose mentioned in this Condition 7.3.3 with respect to such
Refinanced Notes and will not be obliged to redeem the Refinanced Notes
on the Proposed Issue Date, unless a new Refinancing Notice is issued no
later than 5 days prior to the rescheduled Proposed Issue Date (provided
that such rescheduled Proposed Issue Date falls on a Business Day during
the Refinancing Period). Notwithstanding the Priority of Payments, the
proceeds of the issue of any Refinancing Notes will only be used to
redeem the Refinanced Notes; and no Noteholder (other than Noteholders
of the Refinanced Notes) or any other creditor of the Issuer will have any
claim to such proceeds."
SPECIAL RESOLUTION 3
2.3 Subject to the passing of the resolution, upon a poll, by a majority consisting
of not less than three-fourths of the votes cast at such poll by the Noteholders
of all of the Notes, present in person or by proxy, the Issuer be and is hereby
authorised to include an additional Condition 7.7 in the Terms and Conditions
of the Notes, which Condition 7.7 shall read as follows -
"7.7 Purchases
The Issuer may at any time purchase Notes at any price in the
open market or otherwise. Such Notes shall be cancelled."
2.4 Subject to the passing of the Special Resolution referred to in 2.1, 2.2 and 2.3
above, the Security SPV and the Issuer be and are hereby authorised to do all
such things, take all steps or actions and sign all such documents as will or
may be reasonably required or necessary to give effect to the Special
Resolution referred to in 2.1, 2.2 and 2.3 above.
EFFECTIVE DATE
The Special Resolutions above shall be effective from the date of their respective
passing.
PROXIES
1 In terms of Condition 22.11 a Noteholder entitled to attend and vote at a meeting
of Noteholders is entitled to appoint a proxy to act on his behalf in connection with
such meeting.
2 A person appointed to act as proxy need not be a Noteholder.
3 A form of proxy ("proxy form") is enclosed for those Noteholders who wish to be
represented at the meeting.
4 Please note that the proxy form must be delivered to each respective Noteholder's
Participant(s) and the Specified Office of the Transfer Agent, with a copy to
SecuritisationTransactionManagement@standardbank.co.za, not less than 24 hours
before the time appointed for holding the meeting of Noteholders specified above.
BY ORDER OF THE BOARD OF THE SECURITY SPV
BLUE GRANITE INVESTMENTS NO. 1 (RF) LIMITED
Registration Number 2005/023294/06
(the "Issuer")
FORM OF PROXY
1 For use by holders (the "Noteholders") of –
1.1 Tranche 1, Series 1 of the Class A4 Secured Floating Rate Notes (the "Class
A4 Notes") issued by the Issuer on 28 October 2005;
1.2 Tranche 1, Series 1 of the Class A6 Secured Floating Rate Notes (the "Class
A6 Notes") issued by the Issuer on 22 November 2010;
1.3 Tranche 1, Series 1 of the Class B Secured Floating Rate Notes (the "Class B
Notes") issued by the Issuer on 28 October 2005;
1.4 Tranche 1, Series 1 of the Class C Secured Floating Rate Notes (the "Class C
Notes") issued by the Issuer on 28 October 2005;
1.5 Tranche 1, Series 1 of the Class D Secured Floating Rate Notes (the "Class D
Notes") issued by the Issuer on 28 October 2005;
1.6 Tranche 1, Series 1 of the Class E Secured Floating Rate Notes (the "Class E
Notes") issued by the Issuer on 28 October 2005; and
1.7 Tranche 1, Series 1 of the Class F Secured Floating Rate Notes (the "Class F
Notes") issued by the Issuer on 22 November 2010,
under its ZAR5 000 000 000 Asset Backed Note Issuer Programme, each having a
Step-Up Call Date of 21 November 2015 and a Final Maturity Date of
21 November 2032, at a meeting of the Noteholders to be held on Friday, 9 October
2015, at 10:00 at the offices of Maitland Group South Africa Limited, 1st Floor, 32
Fricker Road, Illovo (the "Noteholders Meeting").
2 Capitalised words and phrases used in this form will, unless otherwise defined, bear
the same meanings as in the issuer transaction supplement of the Issuer dated 16
November 2010, as amended, read together with the Blue Granite Investments
master programme memorandum issued by the Issuer dated 28 October 2005.
3 I/We ………………………………………………………………… being the holder(s) of –
3.1 ZAR …………………….. Class A4 Notes;
3.2 ZAR …………………….. Class A6 Notes;
3.3 ZAR …………………….. Class B Notes;
3.4 ZAR …………………….. Class C Notes;
3.5 ZAR …………………….. Class D Notes;
3.6 ZAR …………………….. Class E Notes; or
3.7 ZAR …………………….. Class F Notes,
appoint the chairman of the meeting, as my/our proxy to act for me/us and on
my/our behalf at the Noteholders Meeting which will be held for the purpose of
considering and passing the resolutions to be proposed thereat and at any
adjournment thereof; and to vote for and/or against the resolutions and/or abstain
from voting in respect of the Class A4 Notes, the Class A6 Notes, the Class B Notes,
the Class C Notes, the Class D Notes, the Class E Notes or the Class F Notes, as the
case may be, registered in my/our names(s), in accordance with the following
instructions:
Number of Votes
For Against Abstain
Special Resolution 1
Provision for Refinancing Period
Special Resolution 2
Exercising of Refinancing Option on date other
than the Step-Up Call Date or any Interest
Payment Date thereafter and consent to shorter
notice period to exercise Refinancing Option
Special Resolution 3
Provision for the Issuer to purchase Notes
Signed at on 2015
_____________________
Name:
duly authorised thereto
Sponsor: Standard Bank
For further information please contact:
Mike Brunke Standard Bank (011) 378 8101
Email: mike.brunke@standardbank.co.za
Date: 15/09/2015 02:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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