CONDUIT CAPITAL LIMITED - Conduit Capital Limited ZAR2 Billion Domestic Medium Term Note Programme

Conduit Capital Limited ZAR2 Billion Domestic Medium Term Note Programme

Conduit Capital Limited
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)


CONDUIT CAPITAL LIMITED ZAR2 BILLION DOMESTIC MEDIUM TERM NOTE PROGRAMME


1.1.   Reference is made to (a) the Conduit Capital Limited ZAR2,000,000,000 Domestic Medium
       Term Note Programme ("Programme") and the Programme Memorandum dated 30 June 2017
       ("Programme Memorandum") prepared by Conduit Capital Limited ("Issuer") in respect of the
       Programme and (b) the amended JSE Debt Listings Requirements (effective 15 October 2018)
       ("Amended JSE Debt Listings Requirements"). References in this announcement to any
       Section are to that Section of the Amended JSE Debt Listings Requirements.

1.2.   Unless otherwise defined in this SENS announcement, capitalised terms used in this SENS
       announcement bear the meanings ascribed to them in in the section of the Programme
       Memorandum headed "Terms and Conditions" ("Terms and Conditions").

1.3.   The Issuer hereby advises that:
       a)    Section 7.26 provides for the procedure to amend the Terms and Conditions (including
             the Applicable Terms and Conditions).
       b)    Condition 17 (AMENDMENT) of the Terms and Conditions is deleted and replaced in its
             entirety with the provisions of Section 7.26.
       c)    Section 7.27 provides, in relation to meetings of Noteholders, (i) for the applications of
             the sections in the Companies Act, 2008 ("Companies Act") that relate to "notice of
             meetings", "conduct of meetings" and "meeting quorums and adjournment" as if the
             references in such sections to "shareholders" and "company", respectively, were
             references to "Noteholders" and "Issuer" respectively (ii) for such meeting to be
             announced on SENS and for the announcement to state the date that the Issuer has
             selected to determine which Noteholders recorded in the Register will receive the notice
             of meeting and the last date by which proxy forms must be submitted, (iii) for voting by
             proxy and (iv) for the application of the sections in the Companies Act that provide for the
             form of proxy form. Section 7.28 provides that a written resolution to Noteholders must
             state the date that the Issuer has selected to determine which Noteholders recorded in
             the Register will receive the notice of written resolution.
       d)    Condition 18 (MEETINGS OF NOTEHOLDERS) of the Terms and Conditions is deleted
             and replaced in its entirety with the provisions of Section 7.27 and Section 7.28.
       e)    The Issuer confirms that, at the time the next update is required to be made to the
             Programme Memorandum in terms of Section 7.24 (as read with Section 7.25) or for any
             other reason, the Issuer will procure that such update will provide, in addition, for (a)
             Condition 17 (AMENDMENT) of the Terms and Conditions to be amended to reflect the
             provisions of Section 7.26 and (b) Condition 18 (MEETINGS OF NOTEHOLDERS) of the
             Terms and Conditions to be amended to reflect the provisions of Section 7.27 and
             Section 7.28.
       f)    The Amended JSE Debt Listings Requirements are available on the JSE’s website at
             www.jse.co.za.
       g)    The Annual Report of the Issuer and its Subsidiaries for the financial year ended 30 June
             2018 is incorporated by reference into the Programme Memorandum (see the section of
             the Programme Memorandum headed "Documents Incorporated by Reference"). This
             Annual Report updates, among other things, the description of the Issuer and its
             business set out in the section of the Programme Memorandum headed "Description of
             the Issuer "). This Annual Report is available for inspection, upon request, during normal
             office hours, at the Specified Office of the Issuer. In addition, this Annual Report is
             available on the following website: http://www.conduitcapital.co.za/downloads/conduit-
             full-16-oct-2018.pdf.



Johannesburg
21 November 2018

Debt Sponsor
Merchantec Capital

Date: 21/11/2018 11:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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