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Notice of a Meeting of all of the Holders of the Group 1 Notes
Adcorp Holdings Limited
Incorporated in the Republic of South Africa)
Registration No. 1974/001804/06)
Company code: ADRI
(the “Issuer”)
Adcorp Holdings Limited wishes to inform Noteholders that it is
commencing a voting process with respect to proposed amendments to
is security package applicable to secured notes issued under its
ZAR2,000,000,000.00 Domestic Medium Term Note Programme (“The
DMTN”). All amendments are marked up in the programme memorandum.
NOTICE OF A MEETING OF ALL OF THE HOLDERS OF THE GROUP 1 NOTES
ISSUED BY ADCORP HOLDINGS LIMITED UNDER ITS R2,000,000,000 DOMESTIC
MEDIUM TERM NOTE PROGRAMME
1. Pursuant to Condition 23 of the Terms and Conditions of the Group 1 Notes, the Issuer
hereby gives notice that a meeting of all of the holders of the Group 1 Notes issued by the
Issuer under its R2,000,000,000 domestic medium term note programme (the "Group 1
Noteholders"), will be held on 16 November 2015 at 10h00 at the offices of Adcorp Holdings
Limited, Adcorp Office Park @ Nicolway Bryanston, Cnr William Nicol Drive & Wedgewood
Link, Bryanston, 2021 (the "Group 1 Noteholders Meeting") at which the following
Extraordinary Resolutions will be considered and, if deemed fit, passed with or without
modification.
2. Unless otherwise defined, words and expressions used in this notice will bear the same
meanings as in the programme memorandum of the Issuer dated 6 March 2013, read with the
Applicable Pricing Supplements for the Group 1 Notes (the "Programme Memorandum").
WHEREAS
3. In terms of Condition 23.4.1 of the Terms and Conditions of the Group 1 Notes, written notice
of a meeting of Group 1 Noteholders is to be given to Group 1 Noteholders at least 15 days
prior to the meeting unless Group 1 Noteholders holding at least 90% of the aggregate
Outstanding Principal Amount of the Group 1 Notes agree in writing to a shorter notice period.
The Group 1 Noteholders will be requested to approve short notice pursuant to the notice of
the Group 1 Noteholders Meeting given in terms of this notice (the "Notice of Meeting").
AND FURTHER WHEREAS
4. The Issuer wishes to request that the Group 1 Noteholders authorise an amendment to
Condition 25 (Covenants) by approving an amendment to Condition 25.1.2 (Debtors Cover
Ratio) (the "Covenant Amendment").
5. The Issuer has redeemed its secured preference share funding in full. The Issuer accordingly
wishes to request that the Group 1 Noteholders authorise amendments to the security
structure, by substituting the current security sharing structure with the customary Security
SPV structure, as more fully set out in the resolutions below (collectively the "Security
Structure Amendments").
6. To protect the Noteholders against structural subordination, the Issuer wishes to request that
the Group 1 Noteholders authorise an amendment to the Terms and Conditions of the Group
1 Notes by approving the insertion of a new Condition 23, which provides for the Issuer to
procure that the obligations of the Issuer under the Notes issued under the Programme are
guaranteed by wholly-owned members of the South African Group which are Material
Subsidiaries ("Subsidiary Guarantors") and for the accession of additional subsidiary
guarantors from time to time, as more fully set out in the resolutions below (the "Subsidiary
Guarantee").
7. The Issuer wishes to request that the Group 1 Noteholders authorise an amendment to the
Terms and Conditions of the Group 1 Notes by approving the insertion of a new Condition 27,
which provides that if, after the Issue Date of any Group 1 Notes, any member of the South
African Group becomes a wholly-owned Material Subsidiary, the Issuer shall ensure that each
such wholly-owned Material Subsidiary accedes to the Indemnity in accordance with the
provisions thereof and thereafter forthwith executes such documents as may be required by
the Trustee or the Security SPV in order to accede to or provide Security on substantially the
same basis as contemplated in the Security Documents (the "Transaction Security
Accession").
8. The Issuer wishes to request that the Group 1 Noteholders authorise an amendment to the
Terms and Conditions of the Group 1 Notes by approving the amendments set out in the
section of the marked-up Programme Memorandum, distributed to Noteholders with the
Notice of Meeting, headed " Terms and Conditions of the Notes", which reflects various
technical amendments, as more fully set out in the resolutions below (the "General
Amendments").
9. The Issuer wishes to request that Group 1 Noteholders amend the Terms and Conditions of
the Group 1 Notes by passing the Extraordinary Resolutions listed below, in order for the
Issuer to implement the Covenant Amendment, the Security Structure Amendments, the
Subsidiary Guarantee amendment, Transaction Security Accession amendment, the General
Amendments and related amendments in accordance with paragraphs 4, 5, 6, 7 and 8 above.
10. The Issuer therefore requests Group 1 Noteholders to approve the following Extraordinary
Resolutions.
11. Proxies (for use by holders of Notes held in certificated form)
11.1 In terms of Condition 23.10 a Group 1 Noteholder entitled to attend and vote at a
meeting of Group 1 Noteholders is entitled to appoint a proxy to act on his behalf in
connection with such meeting.
11.2 A person appointed to act as proxy need not be a Group 1 Noteholder.
11.3 A form of proxy ("proxy form") attached as Annex "A" is enclosed for those Group 1
Noteholders who wish to be represented by proxy at the meeting.
11.4 Proxy forms must be lodged with the relevant CSD Participant of each Noteholder (that
provided said Noteholder with this Notice) and copies thereof e-mailed to Rand
Merchant Bank, a division of FirstRand Bank Limited in the manner set out in Annexure
“A” annexed hereto not less than 48 hours before the date of the meeting.
11.5 For the avoidance of doubt, please note that all voting rights to be exercised in respect
of Notes held in uncertificated form, may be exercised only by Strate Limited for the
holders of Beneficial Interests in such Notes, in accordance with the Applicable
Procedures. If the Central Securities Depository Participant ("CSDP") of a holder of
Beneficial Interests does not contact such holder, then such holder is advised to contact
such holder's CSDP and provide such CSDP with the holder's voting instructions.
IT IS RESOLVED THAT:
1. EXTRAORDINARY RESOLUTION 1 - CONSENT TO SHORTER NOTICE PERIOD
The Group 1 Noteholders waive the requirement in terms of Condition 23.4.1 of the Terms and
Conditions of the Group 1 Notes that requires the Issuer to furnish the Group 1 Noteholders with
at least 15 days' prior written notice of the Group 1 Noteholders Meeting.
2. EXTRAORDINARY RESOLUTION 2 - AMENDMENT TO CONDITION 25.1.2 IN REGARD TO
THE COVENANT AMENDMENT
In terms of Condition 25 (Covenants) of the Terms and Conditions of the Group 1 Notes, the
Issuer must maintain certain financial covenants.
IT IS RESOLVED THAT:
Condition 25 (Covenants) of the Terms and Conditions of the Group 1 Notes be and is hereby
amended by the deletion of the words "and that have been ceded in security in terms of the
Security Cessions (excluding, from 28 August 2013, Trade Receivables that comprise
Restricted Property" from the definition of Good Debtors.
3. EXTRAORDINARY RESOLUTION 3 - AMENDMENT TO CONDITION 25.1.2 IN REGARD TO
THE COVENANT AMENDMENT
In terms of Condition 25 (Covenants) of the Terms and Conditions of the Group 1 Notes, the
Issuer must maintain certain financial covenants.
IT IS RESOLVED THAT:
Condition 25 (Covenants) of the Terms and Conditions of the Group 1 Notes be and is hereby
amended by inserting "(i)" immediately after the word "means" in the definition of "Good
Debtors" and inserting the following at the end of that definition, "(ii) Trade Receivables that
have been outstanding for more than 90 days but less than 120 days, provided that such
Trade Receivables constitute claims against trade debtors that have a national scale rating of
at least "A1.za" by Moody's Investors Services Limited, "A+(zaf) by Fitch Southern Africa
(Pty) Ltd, "zaA+" by Standard & Poor's Rating Services, "A+" by Global Credit Rating Co.
(Pty) Ltd or its equivalent for the time being;"
4. EXTRAORDINARY RESOLUTION 4 - SECURITY STRUCTURE AMENDMENTS
Appendix "B" of the Applicable Pricing Supplements for the Group 1 Notes describes the
current security sharing structure.
IT IS RESOLVED THAT:
The current security structure be and is hereby substituted with a new security structure, by:
(a) the execution of the agreements set out below, substantially in the form of the draft
agreements distributed to Noteholders with the Notice of Meeting, each as defined in the
revised definitions as set out in Annexe B to the Notice of Meeting:
(i) the Security SPV Guarantee;
(ii the Indemnity;
(iii) the Security Cession; and
(iv) the Intercreditor Security Enforcement Agreement;
(b) an agreement terminating the existing Security Documents (as defined in the current
Applicable Pricing Supplements of the Group 1 Notes);
(c ) the amendment of the definitions in respect of the Group 1 Notes, as set out in Appendix
"C" to the Applicable Pricing Supplements of the Group 1 Notes, by the adoption of the
revised definitions as set out in Annexe B to the Notice of Meeting; and
(d) the amendment of the description of the security structure in respect of the Group 1
Notes, as set out in Appendix "B" to the Applicable Pricing Supplements of the Group 1
Notes, by the adoption of the revised description of the security structure as set out in
Annexe C to the Notice of Meeting.
5. EXTRAORDINARY RESOLUTION 5 - SUBSIDIARY GUARANTEE
IT IS RESOLVED THAT:
Subject to the passing of Extraordinary Resolution 4, the Terms and Conditions of the Group
1 Notes be and are hereby amended by the insertion of the following new Condition 23
(Subsidiary Guarantee) and the re-numbering of the existing Condition 23 as Condition 26,
including all cross references to Condition 23:
"23. Subsidiary Guarantee
23.1 The Issuer has procured that the obligations of the Issuer under the Notes issued
under the Programme are guaranteed by the Subsidiary Guarantors on the terms
and conditions as contained in the Subsidiary Guarantee. Additional Subsidiary
Guarantors may accede to the Subsidiary Guarantee from time to time. The Issue
shall notify the Noteholders in writing of such accession in accordance with
Condition 16.
23.2 If, after the Issue Date, any member of the South African Group becomes a wholly-
owned Material Subsidiary, the Issuer must, within 30 days of the date on which
such Subsidiary is determined to be a wholly-owned Material Subsidiary, procure
that that wholly-owned Material Subsidiary becomes a Subsidiary Guarantor by
delivering to the Debt Sponsor a duly completed and executed Accession
Agreement, unless it is unlawful for that Material Subsidiary to become a Subsidiary
Guarantor and such unlawfulness is not within the control of the Issuer or the
relevant Material Subsidiary.
23.3 If at any time after the Issue Date:
23.3.1 the aggregate contribution of all the Subsidiary Guarantors to the (a) Tangible
NAV, (b) the EBITDA of the South African Group or (c) the Trade Receivables,
is less than
23.3.2 85% of the (a) Tangible NAV, or (b) EBITDA of the South African Group, or (c)
Trade Receivables, as the case may be,
(such shortfall being a "Financial Support Deficit"), then the Issuer must procure,
within 30 days of the end of the month in which such Financial Support Deficit is
calculated, that so many additional members of the South African Group accede to
the Subsidiary Guarantee as are necessary to ensure that there is no Financial
Support Deficit, by delivering to the Debt Sponsor a duly completed and executed
Accession Agreement.
26.4 The tests referred to in Conditions 23.2 and 23.3 above shall be measured on the
last day of each financial year end and financial half year end of the Issuer (the
"Measurement Date"), in relation to each 12 month period (a "Measurement Period")
ending on that Measurement Date, by reference to (i) the audited consolidated
financial statements of the Issuer where the Measurement Date is the last day of
February, (ii) the unaudited consolidated reviewed financial statements of the Issuer
where the Measurement Date is the last day of August.
23.5 The Subsidiary Guarantee and each Accession Agreement will be deposited with
and held by the Debt Sponsor. Each Noteholder will, at its cost, be entitled to require
the Debt Sponsor to provide a copy of the Subsidiary Guarantee and each
Accession Agreement on request. In holding the Guarantee and each Accession
Agreement, the Debt Sponsor does not act in a fiduciary or similar capacity for the
Noteholders and it does not accept any liability, duty or responsibility to the
Noteholders in this regard.
23.6 The Issuer is entitled to request the removal of a Subsidiary Guarantor, as a
Subsidiary Guarantor, by notice in writing to the Noteholders. The Noteholders will
not be entitled to refuse such request, if no amount is then due under the Subsidiary
Guarantee and the Issuer delivers a certificate to the Noteholders confirming that
the Subsidiary seeking to be released is no longer a Material Subsidiary and that if
such Subsidiary is released there will not be any Financial Support Deficit. Subject
to the terms of the Finance Documents, such termination shall take effect from the
date of approval of such request by Extraordinary Resolution of the Noteholders.
Such termination shall not affect any accrued rights and/or obligations of the
Subsidiary Guarantor at the date of such termination. The Issuer shall notify the
Noteholders in writing of such cessation in accordance with Condition 16."
6. EXTRAORDINARY RESOLUTION 6 - TRANSACTION SECURITY ACCESSION
IT IS RESOLVED THAT:
Subject to the passing of Extraordinary Resolutions 4 and 5, the Terms and Conditions of the
Group 1 Notes be and are hereby amended by the insertion of the following new Condition 27
(Transaction Security Accession):
"27. Transaction Security
If, after the Issue Date of any Group 1 Notes, any member of the South African
Group becomes a wholly-owned Material Subsidiary, the Issuer shall ensure that
each such wholly-owned Material Subsidiary accedes to the Indemnity in
accordance with the provisions thereof and thereafter forthwith executes such
documents as may be required by the Trustee or the Security SPV in order to
accede to or provide Security on substantially the same basis as contemplated in
the Security Documents."
7. EXTRAORDINARY RESOLUTION 7 - EFFECTIVE DATE OF THE AMENDMENTS
APPROVED IN EXTRAORDINARY RESOLUTIONS 4, 5 AND 6
IT IS RESOLVED THAT:
Group 1 Noteholders resolve that subject to the passing of Extraordinary Resolutions 4, 5 and
6 the amendments to the Terms and Conditions of the Group 1 Notes as approved in
Extraordinary Resolutions 4, 5 and 6 shall take effect from the date that the last of the
agreements referred to in Extraordinary Resolution 5 is executed by the party signing it last.
8. EXTRAORDINARY RESOLUTION 8 - GENERAL AMENDMENTS
IT IS RESOLVED THAT:
The amendments set out in the section of the marked up Programme Memorandum,
distributed to Noteholders with the Notice of Meeting, headed "Terms and Conditions of the
Notes", which reflects changes relating to amendments to the JSE Debt Listings
Requirements, the Companies Act, the Financial Markets Act and various other technical
amendments, be and are hereby approved as amendments to the Terms and Conditions of
the Group 1 Notes.
BY ORDER OF THE BOARD OF THE ISSUER
ANNEXE "A"
ADCORP HOLDINGS LIMITED
Registration Number 1974/001804/06
(the "Issuer")
FORM OF PROXY
For use by all of the holders of Group 1 Notes issued by the Issuer under its R2,000,000,000
domestic medium term note programme (the "Group 1 Noteholders"), at a meeting of Group 1
Noteholders to be held on 16 November 2015 at 10h00 at the offices of Adcorp Holdings Limited,
Adcorp Office Park @ Nicolway Bryanston, Cnr William Nicol Drive & Wedgewood Link,
Bryanston, 2021 (the "Group 1 Noteholders Meeting").
Capitalised words and phrases used in this form will, unless otherwise defined, bear the same
meanings as in the programme memorandum of the Issuer dated 6 March 2013, read with the
Applicable Pricing Supplements for the Group 1 Notes (the "Programme Memorandum").
I/We ………………………………………………………………… being the holder(s) of Notes of
Group 1 Notes in an Outstanding Principal Amount of ZAR …………………….., appoint the
chairman of the meeting, as my/our proxy to act for me/us and on my/our behalf at the Group 1
Noteholders Meeting which will be held for the purpose of considering, and if deemed fit, passing,
with or without modification, the resolutions to be proposed thereat and at any adjournment thereof;
and to vote for and/or against the resolutions and/or abstain from voting in respect of
…………………….. [all/insert number] Group 1 Notes registered in my/our names(s), in
accordance with the following instructions:
Number of Votes
For Against Abstain
EXTRAORDINARY RESOLUTION 1 - CONSENT TO
SHORTER NOTICE PERIOD
IT IS RESOLVED THAT:
The Group 1 Noteholders waive the requirement in terms of
Condition 23.4.1 of the Terms and Conditions of the Group
1 Notes that requires the Issuer to furnish the Group 1
Noteholders with at least 15 days' prior written notice of the
Group 1 Noteholders Meeting.
EXTRAORDINARY RESOLUTION 2 - AMENDMENT
TO CONDITION 25.1.2 IN REGARD TO THE
COVENANT AMENDMENT
IT IS RESOLVED THAT:
Condition 25 (Covenants) of the Terms and Conditions of
the Group 1 Notes be and is hereby amended by the deletion
of the words "and that have been ceded in security in terms
of the Security Cessions (excluding, from 28 August 2013,
Trade Receivables that comprise Restricted Property" from
the definition of Good Debtors.
EXTRAORDINARY RESOLUTION 3 - AMENDMENT
TO CONDITION 25.1.2 IN REGARD TO THE
COVENANT AMENDMENT
IT IS RESOLVED THAT:
Condition 25 (Covenants) of the Terms and Conditions of
the Group 1 Notes be and is hereby amended by inserting
"(i)" immediately after the word "means" in the definition of
"Good Debtors" and inserting the following at the end of that
definition,"(ii) Trade Receivables that have been
outstanding for more than 90 days but less than 120 days,
provided that such Trade Receivables constitute claims
against trade debtors that have a national scale rating of at
least "A1.za" by Moody's Investors Services Limited,
"A+(zaf) by Fitch Southern Africa (Pty) Ltd, "zaA+" by
Standard & Poor's Rating Services, "A+" by Global Credit
Rating Co. (Pty) Ltd or its equivalent for the time being;"
EXTRAORDINARY RESOLUTION 4 - SECURITY
STRUCTURE AMENDMENTS
IT IS RESOLVED THAT:
The current security structure be and is hereby substituted
with a new security structure, by:
(a) the execution of the agreements set out below,
substantially in the form of the draft agreements distributed
to Noteholders with the Notice of Meeting, each as defined
in the revised definitions as set out in Annexe B to the
Notice of Meeting:
(i) the Security SPV Guarantee;
(ii the Indemnity;
(iii) the Security Cession; and
(iv) the Intercreditor Security Enforcement Agreement;
(b) an agreement terminating the existing Security
Documents (as defined in the current Applicable Pricing
Supplements of the Group 1 Notes);
(c ) the amendment of the definitions in respect of the Group
1 Notes, as set out in Appendix "C" to the Applicable
Pricing Supplements of the Group 1 Notes, by the adoption
of the revised definitions as set out in Annexe B to the
Notice of Meeting; and
(d) the amendment of the description of the security structure
in respect of the Group 1 Notes, as set out in Appendix "B"
to the Applicable Pricing Supplements of the Group 1 Notes,
by the adoption of the revised description of the security
structure as set out in Annexe C to the Notice of Meeting.
EXTRAORDINARY RESOLUTION 5 - SUBSIDIARY
GUARANTEE
IT IS RESOLVED THAT:
Subject to the passing of Extraordinary Resolution 4, the
Terms and Conditions of the Group 1 Notes be and are
hereby amended by the insertion of the following new
Condition 23 (Subsidiary Guarantee) and the re-numbering
of the existing Condition 23 as Condition 26, including all
cross references to Condition 23:
"23. Subsidiary Guarantee
23.1 The Issuer has procured that the obligations of the
Issuer under the Notes issued under the Programme are
guaranteed by the Subsidiary Guarantors on the terms and
conditions as contained in the Subsidiary Guarantee.
Additional Subsidiary Guarantors may accede to the
Subsidiary Guarantee from time to time. The Issue shall
notify the Noteholders in writing of such accession in
accordance with Condition 16.
23.2 If, after the Issue Date, any member of the South
African Group becomes a wholly-owned Material Subsidiary,
the Issuer must, within 30 days of the date on which such
Subsidiary is determined to be a wholly-owned Material
Subsidiary, procure that that wholly-owned Material
Subsidiary becomes a Subsidiary Guarantor by delivering to
the Debt Sponsor a duly completed and executed Accession
Agreement, unless it is unlawful for that Material Subsidiary
to become a Subsidiary Guarantor and such unlawfulness is
not within the control of the Issuer or the relevant Material
Subsidiary.
23.3 If at any time after the Issue Date:
23.3.1 the aggregate contribution of all the Subsidiary
Guarantors to the (a) Tangible NAV, (b) the EBITDA of the
South African Group or (c) the Trade Receivables,
is less than
23.3.2 85% of the (a) Tangible NAV, or (b) EBITDA of
the South African Group, or (c) Trade Receivables, as the
case may be,
(such shortfall being a "Financial Support Deficit"), then the
Issuer must procure, within 30 days of the end of the month
in which such Financial Support Deficit is calculated, that so
many additional members of the South African Group
accede to the Subsidiary Guarantee as are necessary to
ensure that there is no Financial Support Deficit, by
delivering to the Debt Sponsor a duly completed and
executed Accession Agreement.
23.4 The tests referred to in Conditions 23.2 and 23.3
above shall be measured on the last day of each financial
year end and financial half year end of the Issuer (the
"Measurement Date"), in relation to each 12 month period (a
"Measurement Period") ending on that Measurement Date,
by reference to (i) the audited consolidated financial
statements of the Issuer where the Measurement Date is
the last day of February, (ii) the unaudited consolidated
reviewed financial statements of the Issuer where the
Measurement Date is the last day of August.
23.5 The Subsidiary Guarantee and each Accession
Agreement will be deposited with and held by the Debt
Sponsor. Each Noteholder will, at its cost, be entitled to
require the Debt Sponsor to provide a copy of the
Subsidiary Guarantee and each Accession Agreement on
request. In holding the Guarantee and each Accession
Agreement, the Debt Sponsor does not act in a fiduciary or
similar capacity for the Noteholders and it does not accept
any liability, duty or responsibility to the Noteholders in this
regard.
23.6 The Issuer is entitled to request the removal of a
Subsidiary Guarantor, as a Subsidiary Guarantor, by notice
in writing to the Noteholders. The Noteholders will not be
entitled to refuse such request, if no amount is then due
under the Subsidiary Guarantee and the Issuer delivers a
certificate to the Noteholders confirming that the Subsidiary
seeking to be released is no longer a Material Subsidiary
and that if such Subsidiary is released there will not be any
Financial Support Deficit. Subject to the terms of the
Finance Documents, such termination shall take effect from
the date of approval of such request by Extraordinary
Resolution of the Noteholders. Such termination shall not
affect any accrued rights and/or obligations of the
Subsidiary Guarantor at the date of such termination. The
Issuer shall notify the Noteholders in writing of such
cessation in accordance with Condition 16."
EXTRAORDINARY RESOLUTION 6 -
TRANSACTION SECURITY ACCESSION
IT IS RESOLVED THAT:
Subject to the passing of Extraordinary Resolutions 4 and 5,
the Terms and Conditions of the Group 1 Notes be and are
hereby amended by the insertion of the following new
Condition 27 (Transaction Security Accession):
"27. Transaction Security
If, after the Issue Date of any Group 1 Notes, any member of
the South African Group becomes a wholly-owned Material
Subsidiary, the Issuer shall ensure that each such wholly-
owned Material Subsidiary accedes to the Indemnity in
accordance with the provisions thereof and thereafter
forthwith executes such documents as may be required by
the Trustee or the Security SPV in order to accede to or
provide Security on substantially the same basis as
contemplated in the Security Documents."
EXTRAORDINARY RESOLUTION 7 - EFFECTIVE
DATE OF THE AMENDMENTS APPROVED IN
EXTRAORDINARY RESOLUTIONS 4, 5 AND 6
IT IS RESOLVED THAT:
Group 1 Noteholders resolve that subject to the passing of
Extraordinary Resolutions 4, 5, and 6 the amendments to the
Terms and Conditions of the Group 1 Notes as approved in
Extraordinary Resolutions 4, 5 and 6 shall take effect from
the date that the last of the agreements referred to in
Extraordinary Resolution 5(a) and (b) is executed by the
party signing it last.
EXTRAORDINARY RESOLUTION 8 - GENERAL
AMENDMENTS
IT IS RESOLVED THAT:
The amendments set out in the section of the marked up
Programme Memorandum, distributed to Noteholders with
the Notice of Meeting, headed "Terms and Conditions of the
Notes", which reflects changes relating to amendments to the
JSE Debt Listings Requirements, the Companies Act, the
Financial Markets Act and various other technical
amendments, be and are hereby approved as amendments to
the Terms and Conditions of the Group 1 Notes.
NOTES
1. A Noteholder may insert the name of a proxy in the space provided, with or without
deleting “the chairman of the Meeting”. The person whose name stands first on the
form of proxy and who is present at the Meeting will be entitled to act as proxy to the
exclusion of those whose names follow.
2. A Noteholder’s instructions to the proxy must be indicated by way of a cross in the
space provided. Failure to comply with the above will be deemed to authorise the
chairman of the Meeting, if he/she is the authorised proxy, to vote in favour of the
resolution at the Meeting, or any other proxy, to vote in favour of the resolution at the
Meeting, or any other proxy to vote or to abstain from voting at the Meeting as he/she
deems fit, in respect of all the Noteholder’s votes exercisable thereat.
3. The form of proxy must be lodged with the relevant CSD Participant of each Noteholder
(that provided said Noteholder with the Notice), as follows:
3.1 in respect of the relevant CSD Participant, either the original form may be lodged at
the registered address of such CSD Participant or a copy of the form may be faxed
to such CSD Participant (with the original to follow shortly thereafter) or a copy of
the form may be scanned and emailed to such CSD Participant (with the original to
follow shortly thereafter); and
3.2 on receipt of this proxy form, the relevant CSD Participant must then notify Strate of
the total number of Consent Notices received, both in favour and not in favour of the
proposed amendments by fax to Strate (for the attention of Mr. Steven Ingleby at fax
number +27 11 759 5500) or by e-mail to steveni@strate.co.za copying
cdadmin@strate.co.za by no later than 17:00 on 13 September 2015; and
3.3 in respect of Rand Merchant Bank, a copy of the proxy form must be e-mailed to
Rand Merchant Bank Limited (for the attention of Leigh Cunningham Scott at e-mail
address Leigh.Cunningham-Scott@rmb.co.za or e-mailed to Dave Sinclair at
dave.sinclair@rmb.co.za not less than 48 (forty-eight) hours before the time for
holding the Meeting.
4. The completion and lodging of this form of proxy will not preclude the Noteholder from
attending the Meeting and speaking and voting in person thereat to the exclusion of any
proxy appointed in terms hereof, should such Noteholder wish to do so.
ANNEXE "B"
ADDITIONAL DEFINITIONS IN RESPECT OF THE GROUP 1 NOTES
ANNEXE "C"
SECURITY STRUCTURE
The Group 1 Notes and other Secured Creditors share in the same Security.
SECURITY SPV
The Security SPV will irrevocably bind itself under a Security SPV Guarantee to Secured Creditors
subject to the conditions stated therein, for the obligations of the Obligors to Secured Creditors
under the Finance Documents. Pursuant to such Security SPV Guarantee, the Security SPV will
undertake in favour of each Secured Creditor to pay it the full amount then owing to it by an
Obligor on written demand from the Security Agent on behalf of the Secured Creditors. Such
demand may be made by the Security Agent following a decision to this effect by the Secured
Creditors in terms of the Intercreditor Security Enforcement Agreement. Following an Event of
Default under the Group 1 Notes or following an event of default under the relevant Hedging
Agreement or Facility Agreement, as the case may be, the Trustee (on behalf of the Group 1
Noteholders), a Lender or a Hedging Provider may unilaterally declare the amounts outstanding
under the Group 1 Notes, the relevant Hedging Agreement or Facility Agreement, as the case may
be, to be immediately due and payable. If there is a failure by the Issuer to pay the amount due to a
Secured Creditor upon delivery of such an acceleration notice, a decision may be made by the
Secured Creditors in terms of the Intercreditor Security Enforcement Agreement, requiring the
Security Agent to make a demand under the Security SPV Guarantee.
The liability of the Security SPV pursuant to the Security SPV Guarantee will be limited in the
aggregate to the net amount recovered by the Security SPV from the Obligors arising out of the
Indemnity and, if necessary, the Security Documents referred to below.
The Lenders, Hedge Providers and Group 1 Noteholders will be bound by intercreditor
arrangements in terms of the Intercreditor Security Enforcement Agreement, including in relation to
making a decision to make a demand under the Security SPV Guarantee and to give instructions to
the Security SPV in relation to exercising or enforcing any right or remedy under any of the
Security Documents against the Issuer or any Security Provider.
OBLIGOR INDEMNITY
Each Obligor will indemnify the Security SPV in respect of claims that may be made against the
Security SPV arising out of the Security SPV Guarantee. An Obligor shall not be entitled to refuse
to make payment under the Indemnity to the Security SPV by reason of the fact that the Security
SPV has not paid the claims of the Secured Creditors under the Security SPV Guarantee nor shall
an Obligor be entitled to refuse to make payment by reason of the fact that the liability of the
Security SPV in respect of any such Security SPV Guarantee is limited in the manner set out in the
Security SPV Guarantee.
SECURITY DOCUMENTS
In accordance with the Security Documents, each Obligor agrees to cede in security its right, title
and interest in and to its bank accounts and trade receivables, owned from time to time, all on the
terms and as described in such Security Documents, to the Security SPV, as security for the
obligations of that Obligor to the Security SPV under the Indemnity.
30 October 2015
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 30/10/2015 02:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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