IDWALA INDUSTRIAL HOLDINGS LTD - NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS - IDW002

NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS - IDW002

Idwala Industrial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2004/003462/06)
ISIN: ZAG000097049
(“Idwala” or “the Issuer”)


NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH
CONDITION 19.3 OF THE TERMS AND CONDITIONS


  1. The Issuer has delivered a voluntary redemption notice (Voluntary
     Redemption Notice) to GMG Trust Company SA Proprietary Limited (the
     Trustee) on behalf of the Noteholders on 5 June 2014 in accordance
     with Condition 10.3 (Redemption at the Option of the Issuer) of the
     Terms and Conditions (defined below) of the Programme Memorandum (as
     defined below) as amended by paragraph 36 (Redemption at the Option of
     the Issuer) of the Applicable Pricing Supplement (defined below) in
     terms of which the Issuer indicates its intention to voluntary redeem
     ZAR75,000,000 (Seventy Five Million Rand) Floating Rate Senior Secured
     Notes (Stock Code IDW002) due 30 June 2016 (the Subject Amortising
     Notes) issued by the Issuer on the terms and conditions (the Terms and
     Conditions) of the Programme Memorandum prepared by the Issuer dated
     22 June 2012 (the Programme Memorandum), as completed and/or
     supplemented by the Applicable Pricing Supplement dated 5 July 2012
     (the Applicable Pricing Supplement) in respect of ZAR355,000,000
     Floating Rate Senior Secured Notes due 30 June 2016 (the Permitted
     Amortising Notes) on 30 June 2014.

  2. Condition 10.3 read with Paragraph 36(c) of the Applicable Pricing
     Supplement provides that the Issuer shall be entitled to redeem
     Permitted Amortising Notes on any Floating Interest Payment Date after
     the Issue Date on giving not less than 20 Business Days’ notice (nor
     more than 60 (sixty) days’ notice) to the Noteholders prior to such
     redemption.

  3. The Issuer hereby requests that Noteholders:

  3.1. waive the requirement that the Noteholders be given at least 20
       Business Days prior notice before the Subject Amortising Notes can
       be redeemed; and

  3.2. agree to such redemption taking place on 30 June 2014

        by completing the Consent Notice and delivering same to the
        registered office of Strate Limited and a copy thereof to the CSD
        Participant (that provided them with the Consent Notice) and to
        FirstRand Bank Limited (acting through its Rand Merchant Bank
        division) by no later than Thursday 17h00 on 20 June 2014 in
        accordance with the terms and conditions.


05 June 2014

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

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