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ING383 ING384 - Notice requesting Written Extraordinary 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")
NOTICE REQUESTING WRITTEN EXTRAORDINARY RESOLUTION
Notice is hereby given to noteholders holding Notes with stock codes ING383 (ISIN ZAG000154048)
and ING384 (ISIN ZAG000154055) (the "Relevant Notes") issued under the Issuer's ZAR25 000 000 000
asset-backed note programme (the "Programme") described in the amended programme
memorandum dated 12 February 2019 (the "Programme Memorandum") in accordance with
Conditions 20 and 21.5 of the terms and conditions of the Relevant Notes (the "Conditions") that the
Issuer proposes to amend the Conditions of the Relevant Notes as set out in Annexure A to the Notice
disseminated by Strate Proprietary Limited ("Strate") and described below and requests the consent
of the holders of the Relevant Notes in each Series (the "Relevant Noteholders") to the proposed
amendments by means of a written extraordinary resolution (the "Written Extraordinary Resolution")
of Relevant Noteholders holding not less than 66.67% of the Outstanding Principal Amount of Relevant
Notes in each Series.
Save as otherwise defined, words and expressions used in this announcement have the meanings
given to them in the Programme Memorandum and for purposes of the Conditions.
WHEREAS:
1. Aveng Africa Proprietary Limited, the Obligor in respect of the Underlying Assets under the
Transaction (the "Relevant Underlying Assets" and the "Relevant Transaction") pursuant to
which the Relevant Notes were issued, Aveng Limited, the Issuer and others have concluded
an agreement (which agreement is conditional, among other things, on the resolutions
described herein being passed by the requisite majorities) pursuant to which:
(a) the Conditions are to be amended so as to include an additional early redemption
option on the terms set out below; and
(b) the Issuer and the Security SPV for the Relevant Transaction would need to be
authorised to amend the agreements comprising the Relevant Underlying Assets and
the Transaction Documents relating to the Relevant Transaction (the "Relevant
Transaction Documents") in order to give effect to the exercise of such proposed new
early redemption option, if exercised.
2. Accordingly, the Issuer hereby presents this request to the Relevant Noteholders.
3. In respect of the request in paragraph 1(a): in terms of Condition 22 of the Relevant Notes and
in relation to each Class of Voting Counterparties under the Relevant Transaction, the Issuer
must, after obtaining conditional formal approval from the JSE Limited (“JSE”) on the amended
Conditions, obtain the prior approval of at least 66.67% (sixty six comma six seven percent)
(the "Required Approval Percentage") of voting rights entitled to be exercised by Voting
Counterparties of a particular Class of Voting Counterparties (which, for purposes of this
request, are the Relevant Noteholders) by either:
(a) notice and written consent:
(i) giving notice of the intention to make such amendment to all of the affected
Voting Counterparties (being the Relevant Noteholders) in accordance with
Condition 20; and
(ii) a written consent to, or written agreement effecting, the proposed
amendments and signed by or on behalf of the Issuer and by or on behalf of
the members of the relevant Class of Noteholders (being the Relevant
Noteholders) holding not less than 66.67% (sixty six comma six seven percent)
of the Outstanding Principal Amount of the Notes (being the Relevant Notes)
entitled to vote on the matter; or
(b) sending a written notice, together with the amended Conditions or any supplement
to the Conditions to all of the affected Voting Counterparties (being the Relevant
Noteholders) requesting approval of the amendments by way of an Extraordinary
Resolution passed either at a meeting of the relevant Voting Counterparties (being
the Relevant Noteholders) or by written extraordinary resolution in accordance with
the relevant provisions of Condition 21.
4. Condition 22 of the Relevant Notes further provides that:
(a) any amendment to any Programme Document or any Relevant Transaction Document
to which the Issuer is a Party, may only be made with the prior written consent of the
relevant Security SPV considering the position of Voting Counterparties of the
Relevant Transaction (being the Relevant Noteholders) in general; and
(b) unless specifically specified to the contrary, any amendment to the Conditions of the
Relevant Notes and/or any Transaction Document shall only affect the Transaction
and the Transaction Documents to which such Transaction relates (being the Relevant
Transaction and the Relevant Transaction Documents respectively) and shall not have
any effect on the documents and/or conditions applicable to any other Transaction.
5. In respect of the request in paragraph 1(b): in terms of Condition 21 of the Relevant Notes, a
particular Class of Voting Counterparties (which, for purposes of this request, are the Relevant
Noteholders) may give instructions to the relevant Security SPV or the Issuer in respect of any
matter not covered in the Conditions or in the Relevant Transaction Documents by Ordinary
Resolution of the Voting Counterparties (being the Relevant Noteholders) passed either at a
meeting of the relevant Voting Counterparties or by written resolution in accordance with the
relevant provisions of Condition 21.
6. The Issuer requires more flexibility in relation to early redemption options following
discussions with Aveng and the majority of the holders of the Relevant Notes.
7. Accordingly, the Issuer hereby requests that each Series of Relevant Noteholders approve the
Resolutions (set out below).
IT IS RESOLVED THAT
Resolutions in respect of Notes with stock code number ING383:
Extraordinary Resolution 1
The Noteholders hereby approve and consent to the amendment of the terms and
conditions of the Notes with stock code ING383 (ISIN ZAG000154048) so as to include
an additional early redemption option in accordance with the terms set out in
Annexure A to the notice requesting written extraordinary resolution dated 12 January
2021.
Ordinary Resolution 1
The Noteholders further instruct and authorise the Issuer and the Security SPV (a) to
amend the agreements comprising the Underlying Assets and the Transaction
Documents relating to the Notes with stock code ING383 (ISIN ZAG000154048) in order
to give effect to the exercise of such proposed new early redemption option, if
exercised, and (b) to conclude whatever agreements or documents may be required in
order to give effect to these resolutions.
Resolutions in respect of Notes with stock code number ING384:
Extraordinary Resolution 1
The Noteholders hereby approve and consent to the amendment of the terms and
conditions of the Notes with stock code ING384 (ISIN ZAG000154055) so as to include
an additional early redemption option in accordance with the terms set out in
Annexure A to the notice requesting written extraordinary resolution dated 12 January
2021.
Ordinary Resolution 1
The Noteholders further instruct and authorise the Issuer and the Security SPV (a) to
amend the agreements comprising the Underlying Assets and the Transaction
Documents relating to the Notes with stock code ING384 (ISIN ZAG000154055) in order
to give effect to the exercise of such proposed new early redemption option, if
exercised, and (b) to conclude whatever agreements or documents may be required in
order to give effect to these resolutions.
8. The Written Extraordinary Resolution will be approved in relation to a Series of Notes
(including all Relevant Transaction Documents) if, and when, a majority consisting of not less
than 66.67% (sixty six comma six seven percent) of the Relevant Noteholders in that Series
have approved the Written Extraordinary Resolution. The Ordinary Resolution will be
approved in relation to a Series of Notes (including all Relevant Transaction Documents) if,
and when, a majority consisting of not less than 50% (fifty percent) of the Relevant
Noteholders in that Series have approved the Ordinary Resolution.
9. There are no restrictions imposed on the Relevant Noteholders in respect of the voting and
passing of the Written Extraordinary Resolution.
10. Relevant Noteholders are required to sign the Written Extraordinary Resolution voting form
attached as Annexures B1 and B2 to the Notice disseminated by Strate (thereby indicating
their irrevocable vote) and deliver a signed copy thereof to Strate and the Issuer at the contact
details set out in paragraph 11 below by no later than 17h00 on 9 February 2021 (the
“Deadline Date”).
11. In respect of uncertificated Relevant Notes held through Strate, the Relevant Noteholders of
record holding such uncertificated Relevant Notes on behalf of the holders of beneficial
interests in such Relevant Notes shall vote on behalf of the holders of beneficial interests in
such Relevant Notes (unless a written consent or letter of representation is given to the holder
of the beneficial interest) and in accordance with the instructions by the holders of such
beneficial interests to their Central Securities Depository Participant ("CSDP") (or its nominee)
in accordance with the Applicable Procedures. The signed Written Extraordinary Resolution
voting form must be submitted by the relevant CSDP for each Relevant Noteholder to Strate
by no later than the Deadline Date. If the CSDP of a holder of beneficial interests in the
Relevant Notes does not contact such holder, then such holder is advised to contact such
holder's CSDP and provide such CSDP with the holder's irrevocable voting instructions.
12. Please note that the signed Written Extraordinary Resolution voting form (included as
Annexures B1 and B2 to the Notice disseminated by Strate) should be sent to the Relevant
Noteholder’s CSDP and the Issuer and copies sent to Strate at Strate-CDAdmin@strate.co.za
and Rand Merchant Bank, c/o Burger van der Merwe, at burger.vandermerwe@rmb.co.za, at
any time before the Deadline Date.
13. Important dates relating to the Written Extraordinary Resolution:
Record date to determine Noteholders entitled to receive
Notice of Request for Written Extraordinary Resolution: 8 January 2021
Last day to submit election in respect of the Written
Extraordinary Resolution: by 17h00 on 9 February 2021
Results of Written Extraordinary Resolution: 48 hours after the Required
Approval Percentage is
obtained
14. Any queries relating to the proposed amendment may be addressed by Relevant Noteholders
to the Issuer at the contact details set out below or, in the case of holders of beneficial
interests in uncertificated Notes held through a CSDP, to the relevant CSDP to be conveyed to
the Issuer.
Issuer
1 Merchant Place
155, 5th Street
Cnr. Fredman Drive & Rivonia Road
Sandown, Sandton
2196
Attention: Head: IBD Structuring Team
Email: burger.vandermerwe@rmb.co.za
Tel: +27 (0)11 282 8000
BY ORDER OF THE BOARD OF THE ISSUER
INGUZA INVESTMENTS (RF) LIMITED
12 January 2021
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 12-01-2021 03:15:00
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