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ENX01 - Notice of a Meeting of the Holders of the ENX01 Notes
enX Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1984/007045/06)
Company code: BIEQS1
Bond Code: ENX01
ISIN: ZAG000150707
(“enX”)
NOTICE OF A MEETING OF THE HOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE ENX01
ISSUED BY ENX CORPORATION LIMITED UNDER ITS R4,000,000,000 DOMESTIC MEDIUM TERM NOTE
PROGRAMME
1. Pursuant to Condition 20 of the Terms and Conditions, the Issuer hereby gives notice that a meeting of
the holders of the outstanding Notes (the Notes) held under Stock Code ENX01 issued by the Issuer under
its R4,000,000,000 Domestic Medium Term Note Programme (the Noteholders), will be held on Friday,
20 December 2019 at 11h30 at the offices of enX Corporation Limited, 11 Gross Street, Tunney Industrial
Estate, Elandsfontein (Noteholders Meeting) at which the resolutions set out below will be considered
and, if deemed fit, passed with or without modification.
2. Unless otherwise defined, words and expressions used in this notice will bear the same meanings as in
the programme memorandum of the Issuer dated 7 May 2018, as amended or supplemented (the
Programme Memorandum), read with the Applicable Pricing Supplements for the Notes.
3. The record date to be recorded in the Register to receive the notice of this meeting is the date of
publication of this notice on the stock exchange news service (SENS). The record date to be recorded in
the Register to vote at the Noteholders Meeting is Friday, 13 December 2019.
WHEREAS
4. In terms of Condition 20.5 of the Terms and Conditions, written notice of a meeting of the Noteholders is
to be given to the Noteholders at least 15 Business Days prior to the meeting. The meeting convened in
terms of this notice has been convened with the required notice of at least 15 Business Days, as required
by the JSE Debt Listings Requirements.
AND FURTHER WHEREAS
5. enX Group Limited (Listco) has entered into an agreement with Bidvest Bank Limited and Bidvest Group
Limited (collectively referred to as Bidvest) for the divestment of certain legal entities in which the Eqstra
Fleet Management and Logistics Business is conducted (the Transaction), , as announced on SENS on 16
July 2019. The Transaction is subject to the fulfilment (or waiver) of various conditions precedent,
including the approval of Noteholders of outstanding Notes of amendments to provide for the early
redemption of the Notes. The closing of the Transaction will occur on the first business day of a month.
6. In respect of the Notes, the Issuer accordingly wishes to:
6.1 amend the Interest Payment Dates from quarterly to monthly dates, falling on the first business day
of each month;
6.2 amend the Interest Periods from quarterly to monthly Interest Periods;
6.3 amend the Reference Rate from three month to one month JIBAR
6.4 amend the Margin;
6.5 make consequential amendments to the Last Day to Register;
6.6 make consequential amendments to the Books Closed Period; and
6.7 provide for the early redemption of the Notes once the Transaction becomes unconditional in
accordance with its terms.
7. The Issuer requests the Noteholders of the Notes to approve, by Extraordinary Resolution of the
Noteholders of the Notes, the resolutions set out below.
8. For the purpose of the resolutions, the Effective Date means the date of the SENS announcement in
which the Issuer notifies Noteholders of the outcome of the Noteholder Meeting.
9. An Extraordinary Resolution of the Noteholders of the Notes means a resolution passed at a properly
constituted meeting of the Noteholders of the Notes, by a majority consisting of not less than 66,67% of
the value of the votes cast at a poll by the Noteholders of the Notes, present in person or by proxy.
10. If approved, any amendments to the Applicable Pricing Supplement of the Notes will be effected by way
of a supplement to that Applicable Pricing Supplement, each of which will be made available on the
website of the JSE Limited (JSE) at www.jse.co.za and on the website of the Listco at
https://www.enxgroup.co.za/dmtn-programme/.
11. PROXIES (FOR USE BY HOLDERS OF NOTES HELD IN CERTIFICATED FORM)
11.1 In terms of Condition 20.11 of the Terms and Conditions, a Noteholder entitled to attend and vote
at a meeting of the Noteholders is entitled to appoint a proxy to act on his behalf in connection
with such meeting.
11.2 A person appointed to act as proxy need not be a Noteholder.
11.3 A form of proxy (proxy form) is attached as Schedule "1" to the notice disseminated by Strate
Proprietary Limited for those of the Noteholders who wish to be represented by proxy at the
meeting.
11.4 Please note that the proxy form should be sent to Strate Proprietary Limited at Strate-
CDAdmin@strate.co.za, and a copy should be sent to the Issuer, c/o Sonia van der Walt at
svdwalt@enxgroup.co.za, at any time before the time, and on the date, appointed for holding the
meeting or adjourned meeting of the Noteholders specified above.
11.5 For the avoidance of doubt, please note that all voting rights to be exercised in respect of Notes
held in uncertificated form, may be exercised only by Strate Proprietary Limited for the holders of
Beneficial Interests in such Notes, in accordance with the Applicable Procedures. If the Central
Securities Depository Participant (CSDP) of a holder of Beneficial Interests does not contact such
holder, then such holder is advised to contact such holder's CSDP and provide such CSDP with the
holder's voting instructions.
IT IS RESOLVED THAT:
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.
BY ORDER OF THE BOARD OF THE ISSUER
ENX CORPORATION LIMITED
27 November 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 27-11-2019 04:49:00
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