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ING383 and ING384 - Notification of the Voting Results in respect of the Written Resolution
iNguza Investments (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2008/003346/06)
Company code: BIIIPL
Bond code: ING383 ISIN: ZAG000154048
Bond code: ING384 ISIN: ZAG000154055
(“iNguza” or “the Issuer”)
NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE WRITTEN RESOLUTION
Noteholders are referred to the notice of request for a written extraordinary resolution released on SENS on 23 August 2019, with a response due date of 12h00 on 20
September 2019 (“the Noteholders Written Resolution”), in which the Extraordinary Resolutions set out below were proposed.
- Extraordinary Resolution in respect of Notes with stock code number ING383:
- That the Noteholders hereby approve and consent to the amendment of the terms and conditions of the Notes (including the applicable Pricing
Supplement) by amending the Maturity Date set out in the applicable Pricing Supplement from 30 June 2020 to 30 June 2021.
- That the Noteholders further instruct and authorise the Security SPV to conclude whatever documents may be required in order to give effect to the
approved amendments and these resolutions.
- Extraordinary Resolution in respect of Notes with stock code number ING384:
- That the Noteholders hereby approve and consent to the following amendments to the terms and conditions of the Notes (including the applicable
Pricing Supplement):
(a) amending the Aggregate Nominal Amount at item 8 of the applicable Pricing Supplement from ZAR 325 139 137 to ZAR 360 877 034.96;
(b) amending the Issue Price at item 16 of the applicable Pricing Supplement from 77.81551% to 70.10939%;
(c) amending the Maturity Date at item 18 of the applicable Pricing Supplement from 30 September 2020 to 30 September 2021;
(d) amending the Last Date to Register at item 22 of the applicable Pricing Supplement from 24 September 2020 to 24 September 2021;
(e) amending the Books Closed Period at item 23 of the applicable Pricing Supplement from 25 September 2020 to 29 September 2020, to 25 September
2021 to 29 September 2021; and
(f) amending the Implied Yield at item 24 of the applicable Pricing Supplement from 13.986% to 14.032%.
- That the Noteholders further instruct and authorise the Security SPV to conclude whatever documents may be required in order to give effect to the
approved amendments and these resolutions.
In this regard, the Issuer confirms the voting results from the Noteholders Written Resolution in relation to the total nominal amount of the relevant class of debt
securities as follows:
Extraordinary Total nominal Debt securities voted, Debt securities voted, Votes abstained, as a Votes for the Votes against the
Resolution in respect amount of the disclosed as a number disclosed as a percentage extraordinary extraordinary
of: relevant debt percentage resolution, as a resolution, as a
securities percentage percentage
ING383 Notes ZAR 207 007 109.00 ZAR 184 269 439.00 89.02% 0.00% 78.15% 10.87%
ING384 Notes ZAR 325 139 137.00 ZAR 324 784 339.00 99.89% 0.00% 89.02% 10.87%
The Issuer confirms that the extraordinary resolutions proposed in respect of the ING383 Notes and ING384 Notes have accordingly been passed and will take effect
immediately.
23 September 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 23/09/2019 10:45:00
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