PSG KONSULT TREASURY LIMITED - PSG Konsult Treasury Limited ZAR3,000,000,000 Note Programme

PSG Konsult Treasury Limited ZAR3,000,000,000 Note Programme

PSG KONSULT TREASURY LIMITED
Incorporated in the Republic of South Africa
(Registration No. 2014/196582/06)
Company Code: BICAP
Stock Code: KST01
ISIN Code: ZAG000145285
(“the Company”)

PSG KONSULT TREASURY LIMITED ZAR3,000,000,000 NOTE PROGRAMME

Reference is made to (a) the PSG Konsult Treasury Limited
ZAR3,000,000,000 Note Programme ("Programme") and the Programme
Memorandum dated 22 June 2017 ("Programme Memorandum") prepared by
PSG Konsult Treasury Limited ("Issuer") in respect of the Programme
and (b) the amended JSE Debt Listings Requirements (effective 15
October 2018) ("Amended JSE Debt Listings Requirements"). References
in this announcement to any Section are to that Section of the Amended
JSE Debt Listings Requirements.

Unless otherwise defined in this SENS announcement, capitalised terms
used in this SENS announcement bear the meanings ascribed to them in
in the section of the Programme Memorandum headed "Terms and
Conditions" ("Terms and Conditions").

Noteholders are hereby notified that:

a)   Section 7.26 provides for the procedure to amend the Terms and
     Conditions (including the applicable Terms and Conditions).

b)   Condition 20 (AMENDMENT OF THESE CONDITIONS) of the Terms and
     Conditions is deleted and replaced in its entirety with the
     provisions of Section 7.26.

c)   Section 7.27 provides, in relation to a meeting of Noteholders,
     (i) for the application of the sections in the Companies Act,
     2008 ("Companies Act") that relate to "notice of meetings",
     "conduct of meetings" and "meeting quorums and adjournment" as
     if the references in such sections to "shareholders" and
     "company", respectively, were references to "Noteholders" and
     "Issuer" respectively (ii) for such meeting to be announced on
     SENS and for the announcement to state the date that the Issuer
     has selected to determine which Noteholders recorded in the
     Register will receive the notice of meeting and the last date by
     which proxy forms must be submitted, (iii) for voting by proxy
     and (iv) for the application of the sections in the Companies Act
     that provide for the form of proxy form. Section 7.28 provides
     that a written resolution to Noteholders must state the date that
     the Issuer has selected to determine which Noteholders recorded
     in the Register will receive the notice of written resolution.

d)   Condition 21 (MEETINGS OF NOTEHOLDERS) of the Terms and
     Conditions is deleted and replaced in its entirety with the
     provisions of Section 7.27 and Section 7.28.

e)   The Issuer confirms that, at the time the next update is required
     to be made to the Programme Memorandum in terms of Section 7.24
     (as read with Section 7.25) or for any other reason, the Issuer
     will procure that such update will provide, in addition, for (a)
     Condition 20 (AMENDMENT OF THESE CONDITIONS) of the Terms and
     Conditions to be amended to reflect the provisions of Section
     7.26 and (b) for Condition 21 (MEETINGS OF NOTEHOLDERS) of the
     Terms and Conditions to be amended to reflect the provisions of
     Section 7.27 and Section 7.28.

f)   The Amended JSE Debt Listings Requirements are available on the
     JSE’s website at www.jse.co.za.

g)   The "PSG Konsult Limited Annual Report" of the Issuer for the
     financial year ended 28 February 2018 is incorporated by
     reference into the Programme Memorandum (see the section of the
     Programme   Memorandum    headed  "Documents    Incorporated   by
     Reference"). This annual report updates the description of the
     Issuer and its business set out in the section of the Programme
     Memorandum headed "Description of the Issuer". This annual report
     is available for inspection, upon request, during normal office
     hours, at the Specified Office of the Issuer. In addition, this
     annual   report   is   available  on   the   following   website:
     www.psg.co.za.


3 December 2018

Debt Sponsor
PSG Capital

Date: 03/12/2018 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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