Wrap Text
BILETS-Notice to Noteholders
LETSHEGO HOLDINGS LIMITED
Registration Number: Co98/442
(the Issuer)
Issuer Code: BILETS
NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE OUTSTANDING SECURED NOTES ISSUED BY LETSHEGO
HOLDINGS LIMITED UNDER ITS ZAR2,500,000,000 AND BWP2,500,000,000 MEDIUM TERM NOTE PROGRAMME
1. Pursuant to Condition 18 (Notices) of the Terms and Conditions of the Notes (the Terms and Conditions),
the Issuer hereby gives notice that a meeting of the holders of all outstanding Secured Notes issued by
the Issuer under its ZAR2,500,000,000 and BWP2,500,000,000 Medium Term Note Programme (the Secured
Noteholders) being the Notes held under stock codes LHL26 with ISIN ZAG000141268, LHL27 with ISIN
ZAG000148826, LHL28 with ISIN ZAG000148834 and LHL29 with ISIN ZAG000164856 (the Senior Secured
Notes), will be held on Monday, 28 September 2020 at 10h00 by electronic communication as set out in
paragraph 4 below (the Secured Noteholders Meeting) at which Extraordinary Resolutions set out below
will be considered and, if deemed fit, passed with or without modification.
2. Unless otherwise defined, words and expressions used in this notice will bear the same meanings as in
the programme memorandum of the Issuer dated 9 October 2019, as amended and restated from time
to time (the Programme Memorandum), read with the relevant Applicable Pricing Supplements (as
defined below) of the Secured Notes.
3. The record date to be recorded in the Register to receive the notice of this meeting is the date of
publication of this notice on the stock exchange news service (SENS). The record date to be recorded in
the Register to vote at the Secured Noteholders Meeting is, Monday, 21 September 2020 by 17h00.
4. Secured Noteholders or their duly appointed proxies who wish to attend the Secured Noteholders
Meeting can access the meeting as follows [insert dial in number], pin [insert guest pin].
5. Every director, the secretary of and the attorney to the Issuer and every other person authorised in
writing by the Issuer, may attend and speak at a meeting of Secured Noteholders, but will not be
entitled to vote, other than as Secured Noteholder or duly authorised representative of a Secured
Noteholder.
6. WHEREAS
In terms of Condition 20.4 (Consent Notices) of the Terms and Conditions, written notice of a meeting of
the Secured Noteholders is to be given to the Secured Noteholders at least 15 (fifteen) Business Days
prior to the meeting. The meeting convened in terms of this notice has been convened with the
required notice of least 15 (fifteen) Business Days.
7. AND FURTHER WHEREAS
7.1 Each of the Senior Secured Notes incorporate by reference additional terms and conditions (the
Additional Terms and Conditions) which apply to the Senior Secured Notes, as contemplated in the
Applicable Pricing Supplements (as defined below) of each of the Senior Secured Notes.
7.2 The Issuer has executed the Applicable Pricing Supplement relating to the LHL26 Senior Secured
Notes, the Applicable Pricing Supplement relating to the LHL27 Senior Secured Notes, the Applicable
Pricing Supplement relating to the LHL28 Senior Secured Notes and the Applicable Pricing
Supplement relating to the LHL29 Senior Secured Notes (collectively, the Applicable Pricing
Supplements).
7.3 In terms of Condition 1.1 under the section headed “Redemption in the event of a breach of
Financial Covenant” of the Additional Terms and Conditions set out schedule 1 of the Applicable
Pricing Supplements, the Issuer shall, for as long as the Notes remain Outstanding and during each
Measurement Period, ensure that:
7.3.1 the Bad Debts Ratio does not exceed 10% (ten percent);
7.3.2 the Cash Collection Ratio is not less than 85% (eighty five percent);
7.3.3 the Capitalisation Ratio is not less than 30% (thirty percent); and
7.3.4 the Secured Property Ratio is not more than 67% (sixty seven percent),
(collectively, the Financial Covenants).
7.4 It has come to the attention of the Issuer, that Letshego Financial Services (Swaziland) (Proprietary)
Limited (Letshego Swaziland), an Obligor under the Programme Memorandum, is in breach of the
Cash Collection Ratio for the Measurement Period ending 30 June 2020 (the Cash Collection Ratio
Breach).
7.5 The Cash Collection Ratio Breach has occurred as a result of one of the debtors of Letshego
Swaziland failing to make due repayment of the obligations owed to Letshego Swaziland. Based on
the interaction with the said debtor, the delay of repayment of the borrowings has been largely as a
result of the debtor experiencing cashflow challenges. The borrowings of this debtor constitute 13%
(thirteen percent) of the Letshego Swaziland Book Debts.
7.6 The Cash Collection Ratio is based on the (i) the value of payments actually received by any of the
Obligors (other than the Issuer) during the Monthly Measurement Period or Measurement Period, as
the case may be and (ii) the value of payments contractually due and payable to any of the
Obligors (other than the Issuer) during the Monthly Measurement Period or Measurement Period, as
the case may be, but excluding any payments due on loans written off, from third parties indebted
to such Obligor (other than the Issuer), as the case may be, in respect of Book Debts during each
Monthly Measurement Period or Measurement Period.
7.7 The Issuer is required under the Additional Terms and Conditions to publish a notice of availability of
the Financial Covenant compliance certificate via SENS, which certificate will be signed by any two
directors of the Issuer with respect to each of the Financial Covenants together with calculations
thereof within 15 (fifteen) Business Days after each Measurement Date in the event that any Obligor
ceases to deduct, or is prevented from deducting, payments contractually due and payable to it
directly from the payroll system of any participating employer. The Issuer was unable to publish
notice of availability of the Financial Covenant compliance certificate via SENS within 15 (fifteen)
Business Days of 30 June 2020, as that was closed period in which the financial statements were
-2-
being considered by the auditors of the Issuer and did not want to publish price sensitive information.
As at the date of this notice, a SENS announcement to this effect has not been published.
7.8 Condition 1.3 of the Additional Terms and Conditions provides that if a breach of any Financial
Covenant occurs while any Note remains Outstanding, then the Issuer shall within 20 (twenty) Days
after the Issuer becoming aware of a breach of Financial Covenant take reasonable steps to
remedy such breach of Financial Covenant, failing which, the Issuer shall promptly give notice to the
Secured Noteholders in accordance with Condition 18 (Notices) specifying the nature of the breach
of Financial Covenant and the circumstances giving rise to it and the procedure for exercising the
Redemption Option.
7.9 Upon the occurrence of the Cash Collection Ratio Breach and the Issuer becoming aware of such
breach, steps were taken by the Issuer to mitigate any further risk and/or exposure of Letshego
Swaziland. However, the financial statements for the period ending 30 June 2020 will reflect a non-
compliance with the Cash Collection Ratio for the Measurement Period ending 30 June 2020.
7.10 Accordingly, as at the date of this notice, the Issuer hereby notifies the Secured Noteholders, that
the Cash Collection Ratio Breach has occurred and that the Secured Noteholders have the option
to require the redemption of the Notes in the manner contemplated under the Additional Terms and
Conditions, it being noted that no prior notification pursuant to a SENS announcement has been
made by the Issuer to the Secured Noteholders.
7.11 Based on the financial position of the Issuer and/or Obligors and the ability of the Issuer and/or
Obligors to comply with all of its debt obligations with its creditors both under the Programme and
bilateral financing arrangements, the Issuer wishes to seek certain concessions and/or indulgences
from the Secured Noteholders.
8. An Extraordinary Resolution of the Secured Noteholders means a resolution passed at a properly
constituted meeting of the Secured Noteholders, by a majority not consisting of not less than 66.67%
(sixty-six point six-seven percent) of the value of the votes casts at a poll by the Secured Noteholders,
present in person or by proxy.
9. Proxies
9.1 In terms of Condition 20.10 (Proxies and representatives) of the Terms and Conditions, a Secured
Noteholder is entitled to attend and vote at a meeting of the Secured Noteholders and is entitled to
appoint a proxy to act on his/her behalf in connection with such meeting.
9.2 A person appointed as a proxy need not be a Secured Noteholder.
9.3 A form of proxy (“proxy form”) annexed hereto as Annexure 1 is enclosed for those of the Secured
Noteholders who wish to be represented by proxy at the meeting.
9.4 Secured Noteholders will not be able to submit electronic voting during the Secured Noteholders
Meeting. Accordingly, Secured Noteholders are requested to submit their proxies in advance of the
Secured Noteholders Meeting.
-3-
9.5 Please note that the proxy form should be sent to Strate Proprietary Limited for the attention of
Towera Kete to towerak@strate.co.za copying Strate-CDAdmin@strate.co.za and a copy should be
sent to Rand Merchant Bank, a division of FirstRand Bank Limited, for the attention of Delia Patterson
at delia.patterson@rmb.co.za, at any time before the time, and the date, appointed for holding the
meeting or adjourned meeting of the Secured Noteholders specified above.
9.6 For the avoidance of doubt, please note that all voting rights to be exercised in respect of the
Secured Notes held in uncertificated form, may be exercised only by Strate Proprietary Limited for
the holders of Beneficial Interest in such Secured Notes, in accordance with the Applicable
Procedures. If the Participant of a holder of a Beneficial Interest does not contact such holder, then
such holder is advised to contact such holder’s Participant and provide such Participant with the
holder’s voting instructions.
10. IT IS RESOLVED THAT:
10.1 Extraordinary Resolution No. 1:
THAT the Secured Noteholders waive any non-compliance with Cash Collection Ratio, for the
Measurement Periods ending 30 June 2020 and 30 September 2020.
10.2 Extraordinary Resolution No. 2:
THAT the Secured Noteholders not exercise their Redemption Option pursuant to Conditions 1.6 and
1.7 of the Additional Terms and Conditions set out schedule 1 of the Applicable Pricing Supplements.
-4-
SIGNED at ________________________________on this the _________ day of ______________________ 2020.
For and on behalf of
LETSHEGO HOLDINGS LIMITED
_________________________________
Name:
Capacity:
Who warrants his authority hereto
-5-
ANNEXURE A
For completion by Secured Noteholders in terms of Condition 20 (Meetings of Noteholders / Consent Process)
of the Terms and Conditions.
FORM OF PROXY
A. For use by the holders of all the outstanding Secured Notes (the Secured Notes) issued by the Issuer
under its ZAR2,500,000,000 and BWP2,500,000,000 Medium Term Note Programme (the Secured
Noteholders), at a meeting of the Secured Noteholders to be held on Monday, 28 September 2020 at
10h00 by electronic communication as set out below (the Secured Noteholders Meting).
B. Secured Noteholders or their duly appointed proxies who wish to attend the Secured Noteholders
Meting can access the meeting as follows [insert dial in number], pin [insert guest pin]. Secured
Noteholders will not be able to submit electronic voting during the Secured Noteholders Meting.
Accordingly, Secured Noteholders are requested to submit their proxies in advance of the Secured
Noteholders Meeting.
C. Proxy forms should be sent to Strate Proprietary Limited for the attention of Towera Kete to
towerak@strate.co.za copying Strate-CDAdmin@strate.co.za and a copy should be sent to Rand
Merchant Bank, a division of FirstRand Bank Limited, for the attention of Delia Patterson at
delia.patterson@rmb.co.za, at any time before the time, and the date, appointed for holding the
meeting or adjourned meeting of the Secured Noteholders specified above.
D. Capitalised words and phrases used in this form will, unless otherwise defined, bear the same meanings
as in the programme memorandum of the Issuer dated 9 October 2019, as amended and restated from
time to time (the Programme Memorandum), read with the relevant Applicable Pricing Supplements of
the Secured Notes.
I/We being a holder/holders of Secured Notes issued by the Issuer under the
Programme in an outstanding Nominal Amount of [insert Nominal Amount of Notes], appoint the chairman of
the meeting, any my/or proxy to act for me/us and on my/our behalf at the Secured Noteholders Meeting,
which will be held for purposes of considering, and if deemed fit, passing, with or without modification, the
resolutions to be proposed thereat and at any adjournment thereof, and to vote for and/or against and/or
abstain from voting in respect of [all/insert number] Secured Notes registered in
my/our name(s), in accordance with the following instructions:
FOR AGAINST ABSTAIN
Extraordinary Resolution
No. 1
Extraordinary Resolution
No. 2
Debt Sponsor
The Standard Bank of South Africa Limited
-6-
Date: 04-09-2020 12:21:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
