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Idwala - Notice for Consent of Noteholders
Idwala Industrial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2004/003462/06)
(“Idwala” or the “Issuer”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. A notice of request for consent (“Consent Request”) has been
delivered by the Issuer to each holder of Notes (the
“Noteholders”) issued under the Idwala Industrial Holdings
Limited (formerly Idwala Holdings Proprietary Limited)
ZAR2,500,000,000 Domestic Medium Term Note Programme (the
“Programme”) established pursuant to a programme memorandum dated
18 June 2012 (the “Programme Memorandum”) in accordance with
Condition 18 (Notices) of the section headed “Terms and
Conditions of the Notes” in the Programme Memorandum (the “Terms
and Conditions”) for purposes of obtaining the Noteholders’
written consent to delist the Senior Secured Corporate Notes,
Senior Secured Amortising Notes and Senior Secured Capex Notes,
as described below (collectively, the “Notes”) from the Interest
Rate Market of the JSE Limited (the JSE), to remove the Programme
Memorandum from the Interest Rate Market of the JSE and to amend
and restate the Programme Memorandum and the relevant Applicable
Pricing Supplements (as defined below) accordingly.
2. Capitalised terms used herein which are not otherwise defined
shall bear the meaning ascribed thereto in the Terms and
Conditions where the context requires.
3. Idwala Industrial Holdings Limited (formerly Idwala Holdings
Proprietary Limited) (the “Issuer”) seeks the Noteholders’
consent in accordance with Condition 19 of the Terms and
Conditions and Condition 19.3 (Amendment of these Conditions)
(set out in Part A (5) (Amended Terms and Conditions)) of
Appendix B (Amended and Additional Terms and Conditions) (the
“Additional Terms and Conditions”) to the Senior Secured
Corporate Notes Applicable Pricing Supplement, the Senior Secured
Amortising Notes Applicable Pricing Supplement and the Senior
Secured Capex Notes Applicable Pricing Supplement (collectively,
the “Applicable Pricing Supplements”) (all as defined below) to:
3.1 delist the Notes from the Interest Rate Market of the JSE and
to amend and restate the Programme Memorandum accordingly;
3.2 amend and restate the Applicable Pricing Supplements relating
to the issue of ZAR1, 050,000,000 Floating Rate Senior
Secured Notes due 30 June 2016 (IDW001) initially issued on
10 July 2012 by the Issuer (the “Senior Secured Corporate
Notes Applicable Pricing Supplements”) to reflect the
delisting of the Notes; and
3.3 amend and restate the Applicable Pricing Supplement relating
to the issue of ZAR355,000,000 Floating Rate Senior Secured
Notes due 30 June 2016 (IDW002) initially issued on 10 July
2012 by the Issuer (the “Senior Secured Amortising Notes
Applicable Pricing Supplement”) to reflect the delisting of
the Notes;
3.4 amend and restate the Applicable Pricing Supplements relating
to the issue of ZAR85,000,000 Floating Rate Senior Secured
Notes due 30 June 2016 (IDW003) initially issued on 8
November 2012 by the Issuer (the “Senior Secured Capex Notes
Applicable Pricing Supplements”) to reflect the delisting of
the Notes,
by completing the Consent Notice (available from Strate and
Noteholders’ relevant central securities depository participants)
and returning the same to Strate, copying FirstRand Bank Limited
(acting through its Rand Merchant Bank division) and the Issuer,
by no later than 17:00 on 14 April 2014.
4. The consequential changes to the draft amended and restated
programme memorandum in relation to the Programme are set out in
the programme memorandum (the “Amended and Restated Programme
Memorandum”) available on the Issuer’s website at
http://www.idwala.co.za and the JSE’s website at
http://www.jse.co.za.
5. The consequential changes to the draft Senior Secured Corporate
Notes Applicable Pricing Supplements in respect of Tranches 1, 2,
3 and 4 of the Senior Secured Corporate Notes are available on
the Issuer’s website at http://www.idwala.co.za and the JSE’s
website at http://www.jse.co.za.
6. The consequential changes to the draft Senior Secured Amortising
Notes Applicable Pricing Supplement in respect of Tranche 1 of
the Senior Secured Amortising Notes are available on the Issuer’s
website at http://www.idwala.co.za and the JSE’s website at
http://www.jse.co.za.
7. The consequential changes to the draft Senior Secured Capex Notes
Applicable Pricing Supplements in respect of Tranches 1, 2, 3 and
4 of the Senior Secured Capex Notes are available on the Issuer’s
website at http://www.idwala.co.za and the JSE’s website at
http://www.jse.co.za.
This Notice is being delivered to the JSE in accordance with
Condition 19 (Amendment of these Conditions) of the Terms and
Conditions and Condition 19 (Amendment of these Conditions) of the
Additional Terms and Conditions as read with Condition 18 (Notices)
of the Terms and Conditions.
28 March 2014
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 28/03/2014 02:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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