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ENX01 - Notification of the Voting Results in respect of the ENX01 Noteholders Meeting
enX Corporation Limited
(Previously Eqstra Corporation Limited)
(Incorporated in the Republic of South Africa)
(Registration No. 1984/007045/06)
Company code: BIEQS1
Bond code: ENX01
ISIN: ZAG000150707
(“enX” or “the Issuer”)
NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE ENX01 NOTEHOLDERS MEETING
Noteholders are referred to the notice of meeting released on SENS on 27 November 2019, the meeting of which was held today, Friday, 20 December 2019 at 11h30 at
the offices of enX Corporation Limited, 11 Gross Street, Tunney Industrial Estate, Elandsfontein (“the Noteholders Meeting”) at which the Extraordinary Resolution set
out below was considered.
1. EXTRAORDINARY RESOLUTION NUMBER 1 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE ENX01 (THE RELEVANT
NOTEHOLDERS)
Pursuant to Condition 17.2 of the Terms and Conditions, with effect from the Effective Date, the Noteholders approve:
1.1 that the Interest Payment Dates be amended as follows:
The first Interest Payment Date after the Effective Date will be 1 January 2020 (the First Interest Payment Date), and thereafter, the first day of each month until
the Final Redemption Date, or, if such day is not a Business Day, the Business Day on which the interest will be paid, as determined in accordance with the
applicable Business Day Convention (as specified in this Pricing Supplement).
1.2 that the Interest Periods be amended as follows:
Each period commencing on (and including) an Interest Payment Date and ending on (but excluding) the following Interest Payment Date ; provided that the
Interest Period in which the Effective Date falls will commence on (and include) the Interest Payment Date immediately prior to the Effective Date and end on
(but exclude) the First Interest Payment Date following the Effective Date (each Interest Payment Date as adjusted in accordance with the applicable Business
Day Convention).
1.3 that the Reference Rate be amended as follows:
(a) For the Interest Period in which the Effective Date falls, namely the period commencing on (and including) 23 October 2019 and ending on (but
excluding) 1 January 2020 (as adjusted in accordance with the applicable Business Day Convention), the Reference Rate will remain ZAR-JIBAR-
SAFEX with a designated maturity of 3 months
(b) As from the First Interest Payment Date, the Reference Rate will be ZAR-JIBAR-SAFEX with a designated maturity of one month.
1.4 That the Rate Determination Date be amended as follows:
(a) The Rate Determination Date, for the Interest Period in which the Effective Date falls, will be the Interest Payment Date immediately prior to the
Effective Date.
(b) The Rate Determination Date, for all Interest Periods after the Effective Date, will be the first Business Day of each Interest Period.
1.5 that the Margin /Spread for the Interest Rate be amended as follows:
327 basis points per annum to be added to the relevant Reference Rate, from the First Interest Payment Date.
1.6 that the Books Closed Period be amended as follows:
The register will be closed from 27 October to 31 October, 26 November to 30 November, 27 December to 31 December, 27 January to 31 January, 24 February
to 28 February, 27 March to 31 March, 26 April to 30 April, 27 May to 31 May, 26 June to 30 June, 27 July to 31 July, 27 August to 31 August and 26 September to
30 September of each calendar year (in each case both days inclusive) until the Final Redemption Date.
1.7 that the Last Day to Register be amended as follows:
By 17h00 on 26 October, 25 November, 26 December, 26 January, 23 February, 26 March, 25 April, 26 May, 25 June, 26 July, 26 August and 25 September of
each calendar year until the Final Redemption Date, being the day preceding the Books Closed Period, or if such day is not a Business Day, the immediately
preceding day that is a Business Day.
1.8 that the following additional provision be added to the terms and conditions of the Notes under “Other provisions”, to provide for the early redemption of the
Notes once the Transaction becomes unconditional in accordance with its terms:
1.8.1 If a Disposal Event occurs, then the Notes will be redeemed in full, at their Early Redemption Amount, together with accrued unpaid interest (if any), on the Early
Redemption Date.
1.8.2 Disposal Event means the date on which the agreement for the divestment by enX and its subsidiaries of their interest in the enX fleet management and logistics
division becomes unconditional in accordance with its terms.
1.8.3 Early Redemption Amount means the Outstanding Principal Amount of the Notes on the Early Redemption Date plus/minus the Premium/Discount.
The Premium/Discount will be calculated, by the Calculation Agent, in accordance with the following formula:
Outstanding Principal Amount of the Notes on the Early Redemption Date
multiplied by
315bps Less (ITRAXX XOVER SERIES 25 Index on the date of the Disposal Event + 150bps) x days to redemption / 365
provided that the ITRAXX XOVER SERIES 25 Index value used in the formula shall not be more than 185bps and not less than 135bps.
1.8.4 Early Redemption Date means the first Interest Payment Date after the occurrence of the Disposal Event, or, if the Disposal Event occurs after the 20th day of a
calendar month, then on the second Interest Payment Date thereafter.
1.8.5 Within 1 Business Day of the occurrence of a Disposal Event, the Issuer will give notice to the Noteholders (in the manner set out in Condition 16), the Central
Securities Depository and the JSE, of the occurrence of such Disposal Event and what date the Early Redemption Date will be in accordance with the provisions
set out above.
1.8.6 The early redemption date of the Notes will thus be a minimum of 5 Business Days after the date on which the trigger event occurs, as required by the JSE Debt
Listings Requirements.
1.8.7 The Issuer will, at least 5 Business Days before the Early Redemption Date, cause the Early Redemption Amount (together with the supporting calculation from
the Calculation Agent) to be notified to the Noteholders (in the manner set out in Condition 16), the Issuer, the Central Securities Depository and JSE.
In this regard, enX confirms the voting results from the Noteholders Meeting in relation to the total outstanding notes held under stock code ENX01, issued by enX
Corporation Limited under its R4,000,000,000 Domestic Medium Term Note Programme, as follows:
Extraordinary Resolution Debt securities voted in Debt securities voted in Votes abstained as a Votes carried for Votes against resolution
person or by proxy person or by proxy percentage resolution as a as a percentage of the
disclosed as a number disclosed as a percentage percentage of the total total number of votes at
number of votes at the the Noteholders Meeting
Noteholders Meeting
1 150,677,000 95.365% 0.000% 100.000% 0.000%
The total outstanding notes held under stock code ENX01 is 158,000,000. The Issuer confirms the Effective Date of the changes is today, Friday, 20 December 2019.
20 December 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 20-12-2019 02:30:00
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