SUPERDRIVE INVESTMENTS (RF) LIMITED - BISPDR-Amended and Restated Programme Memorandum

BISPDR-Amended and Restated Programme Memorandum

    SuperDrive Investments (RF) Limited
    Incorporated in the Republic of South Africa
    (Registration Number 2011/000895/06)
    (“the Issuer”)

    General Issuer Code: BISPDR
    Instrument Code: SPDA6                          ISIN Code: ZAG000118704
    Instrument Code: SPDA7                          ISIN Code: ZAG000135807
    Instrument Code: SPDA8                          ISIN Code: ZAG000135872
    Instrument Code: SPDA9                          ISIN Code: ZAG000138892
    Instrument Code: SPDA10                         ISIN Code: ZAG000138900
    Instrument Code: SPDA11                         ISIN Code: ZAG000145939
    Instrument Code: SPDA12                         ISIN Code: ZAG000145947



AMENDMENTS TO THE ZAR10,000,000,000 ASSET BACKED DOMESTIC MEDIUM
TERM NOTE PROGRAMME OF THE ISSUER

Further to the notice of meeting of Noteholders dated 5 July 2019 (“Notice”) and to the
announcements released on SENS on 23 July 2019 and 31 July 2019 respectively, relating
to the amendment of the wording of Special Resolution 1 contained in the Notice, and the
results of the meeting, Noteholders are hereby advised that the Issuer received approval
from the JSE Limited (“JSE”) on 14 August 2019 in respect of its amended and restated
ZAR10,000,000,000 asset backed domestic medium term note programme dated 5 August
2019 (“Programme Memorandum”), established in terms of a programme
memorandum dated on or about 24 August 2011 (the “Initial Programme
Memorandum”).

The amendments which have been provided for in the Programme Memorandum are
summarised as follows:

•    The Programme Memorandum has been updated to comply with all of the applicable
     provisions of the amended JSE Debt Listings Requirements (effective October 2017)
     (“JSE Debt Listings Requirements”) and the amended rules and directives of Strate
     Proprietary Limited (“CSD Procedures”).
•    The definition of “Early Amortisation Events” has been amended.
•    An additional condition under the “Terms and Conditions of the Notes” in relation to
     Cash Sweeps has been included.
•    The wording of the “Eligibility Criteria for classification of Participating Assets” has been
     amended.
•    Amendments to "The Portfolio Covenants in relation to Participating Assets” have been
     made.

The Programme Memorandum is available for viewing or downloading from the Issuer’s
website at:

https://www.bmw.co.za/en/topics/offers-and-services/bmw-financial-services/investor-
relations.html
Johannesburg
15 August 2019



Transactional Debt Sponsor
The Standard Bank of South Africa Limited, acting through its Corporate and Investment
Banking division


Debt Sponsor
Merchantec Capital




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Date: 15/08/2019 04:35:00
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