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FTGI - Notice of Request for Written Consent of Noteholders
Fintegic (RF) Limited
(previously SSI SCF (RF) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2017/448717/06)
Company code: FTGI
(“the Issuer”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder of
Notes (the Noteholders) issued under the Issuer’s ZAR1,000,000,000 Note Programme (the
Programme) pursuant to the section headed “Terms and Conditions of the Notes” (the Terms and
Conditions) in the programme memorandum dated 23 February 2018, as amended and restated
from time to time (the Programme Memorandum), in accordance with Condition 19 (Notices) of the
Terms and Conditions for the purposes of obtaining the Noteholders’ written consent to permit the
amendment of the Issuer’s memorandum of incorporation (MOI) to allow the Issuer to incur
indebtedness in respect of borrowed money in addition to the proceeds raised under the
Programme, as set out therein (the Amendment).
2. A copy of the draft amended and restated MOI will be available for inspection on the Issuer’s website
at https://ssiscf.com/regulatory/.
3. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
thereto in the Terms and Conditions.
4. As (i) the MOI is a Programme Document; (ii) the Issuer undertakes in Condition 6.7 (Issuer’s positive
and negative undertakings) of the Terms and Conditions not to "permit the validity or effectiveness of
any of the Programme Documents… to be amended, terminated or discharged”, the Issuer is
therefore required to obtain the prior authorisation of an Extraordinary Resolution of the
Noteholders before implementing the Amendment.
5. The Issuer seeks the Noteholders’ consent in accordance with Condition 20 (Meetings of
Noteholders / Consent Process) of the Terms and Conditions to pass the following Extraordinary
Resolutions:
5.1 Extraordinary Resolution No. 1:
THAT the Noteholders agree to the proposed Amendment and hereby instruct the Noteholder
Trustee to provide the necessary consent to allow for the Amendment.
5.2 Extraordinary Resolution No. 2:
THAT the Issuer be and is hereby authorised to enter into any documentation or to take any
necessary steps to give effect to the consents specified in Extraordinary Resolution 1.
6. The Noteholders are requested to provide their consent to the abovementioned proposals by voting
in relation to the Extraordinary Resolutions specified in the Consent Notice annexed hereto 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 the Issuer, for the attention of
The Administrator and e-mailed to jansen.harper@santam.co.za, by no later than 17h00 on
9 September 2019 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. This Notice is being delivered to Strate Proprietary Limited in accordance with Condition 20
(Meetings of Noteholders / Consent Process) of the Terms and Conditions as read with Condition 19
(Notices) of the Terms and Conditions. The record date to be recorded in the Register to receive this
Consent Request is Monday, 12 August 2019.
The consent notice contained in Annexure A of this notice is available in the version disseminated through
Strate Proprietary Limited.
12 August 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 12/08/2019 12:50:00
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