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Notice Of Written Resolutions To Be Passed By Noteholders - MMF101|MMF201|MMF301|MMF401
MMELA MOBILITY FINANCE (RF) LIMITED
(“the Issuer” or “the Company”)
(Registration number: 2015/231615/06)
Stock Code: MMF101/MMF201/MMF301/MMF401
Date: 2 May 2019
NOTICE OF WRITTEN RESOLUTIONS TO BE PASSED BY NOTEHOLDERS
1 Introduction
1.1 Mmela Mobility Finance (RF) Limited ("Issuer") established a
ZAR3,000,000,000 asset backed note programme (the "Programme")
pursuant to the programme memorandum dated 28 June 2017 and as
supplemented by the first supplement to the programme memorandum dated
13 July 2018 (the "Programme Memorandum"), in terms of which the Issuer
may issue Notes from time to time.
1.2 Capitalised terms and expressions used herein and not otherwise defined herein,
shall bear the meanings ascribed thereto in the section of the Programme
Memorandum titled "Terms and Conditions of the Notes" and under the heading
titled "Interpretation".
1.3 The Issuer delivered a notice to the Class A Noteholders (stock code MMF101),
Class B Noteholders (stock code MMF201), Class C Noteholders (stock code
MMF301) and Class D Noteholders (stock code MMF401) in accordance with
Condition 16.3 of the Terms and Conditions contained in the Programme
Memorandum.
2 Consent and waiver
2.1 The Issuer seeks the consent of the Class A Noteholders, Class B Noteholders,
Class C Noteholders and Class D Noteholders to amend the Programme
Memorandum by deleting Condition 11.1.12.
2.2 The Issuer also wishes the Class A Noteholders, Class B Noteholders, Class C
Noteholders and Class D Noteholders to waive the occurrence of an Event of
Default should a Default Trigger Event occur prior to the passing of the written
Extraordinary Resolutions referred to in paragraph 3 below.
2.3 Furthermore, as the Programme has entered the Amortisation Period, the
requirement for a rating to be assigned to the Class A Notes, Class B Notes and
Class C Notes is no longer relevant. Accordingly, the Issuer seeks the consent
of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders
to terminate the appointment of Global Credit Ratings Co Proprietary Limited as
the Rating Agency and for the relevant credit ratings assigned to the Class A
Notes, Class B Notes and Class C Notes to be removed. The termination of the
appointment of the Rating Agency will eliminate the obligation on the Issuer to
pay fees to the Rating Agency.
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Notice to Noteholders_Default Trigger/#5433525v1
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3 The consent of the Noteholders referred to in paragraphs 2.1, 2.2 and 2.3 above is
requested by written Extraordinary Resolutions ("Written Extraordinary
Resolutions") in terms of Condition 17.3.3 of the Terms and Conditions of the Notes.
4 Noteholders are required to provide their consent to the proposed amendments by
no later than 12h00 on 3 June 2019.
5 The notice has been delivered to Strate Proprietary Limited in accordance with
Condition 16 (Notices) of the Terms and Conditions.
Redinkcapital Proprietary Limited
Debt Sponsor
2 May 2019
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