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Result of Noteholder Meeting
OntheCards Investments II (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2009/005155/07)
Company code: BIOCI
(“OTC II” or “the Issuer”)
RESULT OF NOTEHOLDERS MEETING
Notice is hereby given, that following a meeting ("Meeting") of the
holders of the Class A Notes issued by the Company under the
Company's asset backed note programme established in terms of the
programme memorandum dated 3 August 2009 ("Programme Memorandum"),
held on Wednesday, 10 October 2012, the Terms and Conditions of the
Notes set out in the Programme Memorandum were amended pursuant to
the passing of the Extraordinary Resolutions by the holders of the
Class A Notes at the Meeting.
Capitalised terms and expressions used in this notice and not
otherwise defined herein, shall have the meanings ascribed to such
terms and expressions in the Programme Memorandum.
AMENDMENTS
1 Amendment of Condition 9.3(f) of the Terms and Conditions of the
Notes
The Terms and Conditions of the Notes, set out in the Programme
Memorandum issued by the Company, be and is hereby amended by the
deletion of Condition 9.3(f) of the Terms and Conditions in its
entirety and the substitution thereof by the following new
Condition 9.3(f):
"9.3(f) Early Redemption at the option of the Issuer prior to
the Scheduled Maturity Date
Notwithstanding any provision to the contrary in any
Applicable Pricing Supplement issued in respect of any
Tranche, Series or Class of Notes, and notwithstanding
further that the Issuer may not have specified an
early redemption option in any such Applicable Pricing
Supplement issued in respect of any such Tranche,
Series or Class of Notes, the Issuer may, upon not
less than five Business Days prior written notice to
the Noteholders in accordance with Condition 25,
redeem all or any portion, of any Tranche, Series or
Class of Notes on any day which is a Business Day
prior to the Scheduled Maturity Date (such date being
the Optional Redemption Date), at their Principal
Owing (plus any premium in the discretion of the
Issuer or if agreed with a Noteholder) together with
all Coupon Due at such Optional Redemption Date.
Payment in respect of the Principal Owing (and the
premium, if any) and the Coupon Due on such Optional
Redemption Date shall be paid to the Noteholders in
accordance with the Pre-Enforcement Priority of
Payments during the Controlled Amortisation Period."
2 Amendment of definition of "Books Close Period"
The Terms and Conditions of the Notes, set out in the Programme
Memorandum issued by the Company, be and is hereby amended by the
deletion of the definition of "Books Close Period" in each
Applicable Pricing Supplement issued by the Issuer in respect of
the Notes in its entirety and the substitution thereof by the
following new definition of "Books Close Period" in each such
Applicable Pricing Supplement:
"Books Close Period – The period from and including 26
October, 26 January, 25 April and 26 July to but excluding
the next Coupon Payment Date of each calendar year, such
being 5 (five) days prior to each Coupon Payment Date and the
Schedule Maturity Date"
3 The amendments set out in 1 and 2 above, were effected following
the adoption of Extraordinary Resolutions by the Noteholders at
the Meeting.
11 October 2012
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
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