DENEL SOC LIMITED - Notice of request for written consent of noteholders

Notice of request for written consent of noteholders

DENEL SOC LIMITED
Registration number: 1992/001337/30
JSE Alpha Code: BIDEN
(“Denel” or “the Company” or the “Issuer”)



NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS


1.    The notice of request for written consent (the Consent Request) has been delivered by
      the Issuer to each holder of Notes (as defined below) (the Noteholders) issued under
      the Issuer’s ZAR4,000,000,000 Domestic Medium Term Note Programme (the
      Programme) pursuant to the section headed “Terms and Conditions of the Notes”
      (the Terms and Conditions) in the programme memorandum dated 18 September
      2012, as amended and restated from time to time (the Programme Memorandum), in
      accordance with Condition 18 (Notices) of the Terms and Conditions for the purposes
      of obtaining the Noteholders’ written consent for the delisting of the ZAR100,000,000
      senior unsecured floating rate Note due 28 September 2023 with bond code DENG88
      (the Notes) from the JSE Limited (JSE) in accordance with terms of Condition 19
      (Amendment of these Conditions) of the Terms and Conditions.

2.    Capitalised terms used herein which are not otherwise defined shall bear the meaning
      ascribed thereto in the Terms and Conditions.

3.    Background

3.1     The Issuer has proposed the removal of the Notes (the Delisting) from the JSE to
        optimise management of the Notes under the Programme.

3.2     Following the Delisting, it is anticipated that the Issuer will amend and restate the
        applicable pricing supplement (the Amended and Restated Applicable Pricing
        Supplement) in respect of the Notes to reflect the Delisting.

4.    Written Consent sought from the Noteholders

      The Issuer seeks the Noteholders’ consent in accordance with Condition 19
      (Amendment of these Conditions) of the Terms and Conditions to pass the following
     
      Extraordinary Resolutions:
4.1      Extraordinary Resolution No. 1:

         THAT the Noteholders consent of the Delisting and subsequent amendment and
         restatement of the existing applicable pricing supplement relating to the Notes to give
         effect to the Delisting.

4.2      Extraordinary Resolution No. 2:

         THAT subject to the consent of the Noteholders pursuant to Extraordinary Resolution
         No. 1 above, the Issuer be authorised to enter into any documentation or take any
         necessary steps to give effect to the consents specified in Extraordinary Resolutions
         No. 1 above.”

5.    A copy of the Amended and Restated Applicable Pricing Supplement, marked-up
      against the previous Applicable Pricing Supplement respectively, to reflect the proposed
      changes, will be published on the Issuer’s website at www.denel.co.za/financials.

6.    The Noteholders are requested to provide their consent to the above mentioned
      proposals by voting in relation to the Extraordinary Resolutions specified in the Consent
      Notice annexed as Annexure A and delivering same to the registered office of the
      relevant Participant that provided said Noteholder with the Consent Notice, and
      providing a copy thereof to Nedbank Limited, acting through its Corporate and
      Investment Banking Division for the attention of Mr. Allister Lamont-Smith at
      AllisterLS@nedbank.co.za by no later than 17h00 on 08 November 2022 in accordance
      with the terms and conditions of Annexure A. The relevant Participant will then notify
      Strate Proprietary Limited of the total number of Consent Notices received, containing
      votes both in favour and not in favour of the proposed Extraordinary Resolutions and
      any abstentions.

7.    The Consent Request has been delivered to Strate Proprietary Limited in accordance
      with Condition 19 (Amendment of these Conditions) of the Terms and Conditions as
      read with Condition 18 (Notices) of the Terms and Conditions. The record date to be
      recorded in the Register to receive this Consent Request is 7 October 2022.



11 October 2022

Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
ANNEXURE A
For completion by Noteholders in terms of Condition 19 (Amendment of these Conditions) of
the Terms and Conditions.


                                      CONSENT NOTICE
A.     We refer to the notice of request for the written consent of Noteholders dated on or about
       10 October 2022 and provided in accordance with Condition 19 (Amendment of these
       Conditions) of the Terms and Conditions as read with Condition 18 (Notices) of the
       Terms and Conditions (the Consent Request).

B.     Defined terms used in this consent notice (the Consent Notice) shall have the meanings
       given to them in the Consent Request or in the Terms and Conditions unless otherwise
       indicated.

I/We
being a holder/ holders of Notes issued by the Issuer under the Programme hereby confirm:


     1. [I/We] currently hold [insert Nominal Amount of Notes held] with stock code
        DENG88.

     2. We hereby confirm our vote in respect of the Extraordinary Resolutions proposed by
        marking the relevant Column “For”, “Against” or “Abstain” below:

                               FOR                   AGAINST               ABSTAIN

        Extraordinary
        Resolution No. 1

        Extraordinary
        Resolution No. 2




SIGNED at _________________ on this the _________ day of ____________ 2022.
For and on behalf of
[INSERT NOTEHOLDER]


 _________________________________                _________________________________
 Name:                                            Name:
 Capacity: Authorised signatory                   Capacity: Authorised signatory
 Who warrants his/her authority hereto            Who warrants his/her authority hereto
NOTES

This Consent Notice must be lodged with the relevant Participant of each Noteholder (that
provided said Noteholder with the Consent Notice), as follows:

1.   in respect of the relevant Participant, either the original form may be lodged at the
     registered address of such Participant or a copy of the form may be faxed or emailed to
     such Participant (with the original to follow shortly thereafter);

2.   on receipt of this Consent Notice, the relevant Participant must then notify Strate
     Proprietary Limited of the total number of Consent Notices received, both in favour and
     not in favour of the proposed Extraordinary Resolutions and any abstentions by email to
     Strate Proprietary Limited for the attention of Towera Kete by e-mail to
     towerak@strate.co.za copying Strate-CDAdmin@strate.co.za by no later than 17:00 on
     08 November 2022; and

3.   a copy of the form must also be emailed to Nedbank Limited, acting through its
     Corporate and Investment Banking division, for the attention of Allister Lamont-Smith at
     AllisterLS@Nedbank.co.za by no later than 17:00 on 08 November 2022.

Date: 11-10-2022 10:00:00
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