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Notification of the Voting Results in respect of Noteholders Meeting -BIEQS1
enX Corporation Limited
(Previously Eqstra Corporation Limited)
(Incorporated in the Republic of South Africa)
(Registration No. 1984/007045/06)
Company code: BIEQS1
(“enX” or “the Issuer”)
NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF NOTEHOLDERS MEETING
Bondholders are referred to the notice of meeting released on SENS on 14 March 2018, the meeting of which was held today, Tuesday, 10 April 2018 at the offices of
enX Corporation Limited, 61 Maple Road, Pomona, Kempton Park, 1619 (“the Noteholders Meeting”) at which the Extraordinary Resolutions set out below were
considered.
1. SPECIAL RESOLUTION 1 OF THE NOTEHOLDERS - APPROVAL OF ADDITION/REMOVAL OF GUARANTORS
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the Effective Date, the Noteholders approve:
a) adding enX Group Limited ("ListCo") as a guarantor under the Programme;
b) removing Eqstra NH Equipment Proprietary Limited, which is no longer a Material Subsidiary, as a guarantor under the Programme and the amendment of
the Subsidiary Guarantee to give effect to this; and
c) the amendment of the Terms and Conditions of the Notes to give effect to the above, by the adoption of the amended/additional Terms and Conditions of
the Notes as set out in Appendix “A” attached to the Notice of Meeting.
2. SPECIAL RESOLUTION 2 OF THE NOTEHOLDERS - APPROVAL OF DELETION OF COVERAGE RATIO
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the Effective Date, the Noteholders approve deleting Condition 6.6 and
Condition 6.7 from the Programme and the Terms and Conditions of the outstanding Notes, by the adoption of the amended/additional Terms and Conditions of
the Notes as set out in Appendix “B” attached to the Notice of Meeting.
3. SPECIAL RESOLUTION 3 OF THE NOTEHOLDERS - APPROVAL OF OPTIONAL REDEMPTION UPON A PUT EVENT
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the Effective Date, the Noteholders approve the amendment of the Terms
and Conditions in the Programme and in the Terms and Conditions of the outstanding Notes to include a Noteholder right of optional redemption upon certain put
events, by the adoption of the amended/additional Terms and Conditions of the Notes as set out in Appendix “C” attached to the Notice of Meeting.
4. SPECIAL RESOLUTION 4 OF THE NOTEHOLDERS - RATING
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the Effective Date, the Noteholders approve the amendment of the Terms
and Conditions in the Programme and in the Terms and Conditions of the outstanding Notes to include matters relating to the maintenance of the credit rating of
ListCo, the Parent Guarantor, the Issuer or the relevant Series of Notes, by the adoption of the amended/additional Terms and Conditions of the Notes as set out in
Appendix “D” attached to the Notice of Meeting.
5. SPECIAL RESOLUTION 5 OF THE NOTEHOLDERS - MEETINGS OF NOTEHOLDERS
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the Effective Date, the Noteholders approve the amendment of the Terms
and Conditions in the Programme and in the Terms and Conditions of the outstanding Notes to include, amongst other things, provisions relating to meetings of
Classes of Noteholders, by the adoption of the amended/additional Terms and Conditions of the Notes as set out in Appendix “E” attached to the Notice of
Meeting.
6. SPECIAL RESOLUTION 6 OF THE NOTEHOLDERS - DECREASE OF PROGRAMME AMOUNT
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the Effective Date, the Noteholders approve the decrease in the Programme
Amount from R8 000 000 000 to R4 000 000 000.
7. SPECIAL RESOLUTION 7 OF THE NOTEHOLDERS - NOTICE OF INTEREST AMOUNT
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the Effective Date, the Noteholders approve the amendment of the Terms
and Conditions in the Programme and in the Terms and Conditions of the outstanding Notes by the deletion of Condition 7.5.2 and the replacement thereof with
the following new Condition 7.5.2.
"The Calculation Agent will, in relation to each Tranche of Notes, at least 3 Business Days before each Interest Payment Date, cause the Rate Determination Date,
the aggregate Interest Amount payable for the relevant Interest Period in respect of such Tranche of Notes to be notified through SENS to the Noteholders , the
Issuer and the Central Securities Depository and, in relation to any Tranche of Notes listed on the Interest Rate Market of the JSE, to the JSE."
8. SPECIAL RESOLUTION 8 OF THE NOTEHOLDERS – ADDITIONAL/REPLACEMENT DEFINITIONS
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the Effective Date, the Noteholders approve the amendment of the Terms
and Conditions in the Programme and in the Terms and Conditions of the outstanding Notes to include additional/replacement definitions in respect of the Notes,
by the adoption of the amended/additional Terms and Conditions of the Notes as set out in Appendix “G” attached to the Notice of Meeting.
In this regard, the Issuer confirms the voting results from the Noteholders Meeting in relation to the total nominal amount of all debt securities of the Issuer as follows:
Special Total nominal Debt securities voted in Debt securities Votes abstained as Votes carried for Votes against Votes abstained
Resolution amount of all debt person or by proxy voted in person or a percentage of resolution as a resolution as a from resolution as
securities disclosed as a number of by proxy disclosed total nominal percentage of all percentage of a percentage of all
total nominal amount of as a percentage of amount of all debt debt securities of all debt debt securities of
all debt securities total nominal securities the Issuer voted at securities of the the Issuer voted at
amount of all debt the meeting Issuer voted at the meeting
securities the meeting
1 1 212 000 000.00 1 060 268 742.47 87.48% 12.52% 99.89% 0.00% 0.11%
2 1 212 000 000.00 1 060 268 742.47 87.48% 12.52% 81.37% 8.52% 10.11%
3 1 212 000 000.00 1 060 268 742.47 87.48% 12.52% 98.06% 0.00% 1.94%
4 1 212 000 000.00 1 060 268 742.47 87.48% 12.52% 98.06% 0.00% 1.94%
5 1 212 000 000.00 1 060 268 742.47 87.48% 12.52% 98.06% 0.00% 1.94%
6 1 212 000 000.00 1 060 268 742.47 87.48% 12.52% 98.06% 0.00% 1.94%
7 1 212 000 000.00 1 060 268 742.47 87.48% 12.52% 98.06% 0.00% 1.94%
8 1 212 000 000.00 1 060 268 742.47 87.48% 12.52% 98.06% 0.00% 1.94%
10 April 2018
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 10/04/2018 03:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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