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Announcement of results of meeting - MAR01A | MAR02B | MAR03B | MAR04B
MARTIUS (RF) LIMITED
(Incorporated in South Africa with limited liability under registration number 2015/090404/06)
("Issuer")
Date: 28 May 2024
MAR01A - ZAG000200932
MAR02B - ZAG000189895
MAR03B - ZAG000193798
MAR04B - ZAG000200957
ANNOUNCEMENT OF RESULTS TO THE PROPOSED WRITTEN EXTRAORDINARY RESOLUTIONS OF ALL NOTES
ISSUED IN RELATION TO TRANSACTION NO. 1 – BRIDGE TAXI FINANCE NO 8 ("Transaction No. 1")
1. We refer to the notice delivered, in accordance with Condition 22.2.3 of the Terms and Conditions of the
Notes, by the Issuer on 21 May 2024 to the holders of all the Notes issued by the Issuer under the
Programme in relation to Transaction No. 1 ("the Noteholders" or "Notes"), for purposes of passing
Extraordinary Resolutions referred to below. The Extraordinary Resolutions were sought for purposes of
requesting consent from Noteholders to certain proposed amendments and agreement to certain waiver
conditions to Transaction Documents as set out in the notice ("the Conditions").
2. Capitalised terms and expressions used in this notice and not otherwise defined herein, shall have the
meanings ascribed to such terms and expressions in the master programme memorandum issued by the
Issuer in relation to the Programme dated 22 February 2022 (the "Programme Memorandum"), the
Applicable Issuer Supplement issued by the Issuer dated 22 February 2022 and the Applicable Transaction
Supplement issued by the Issuer dated 16 September 2022.
3. EXTRAORDINARY RESOLUTION NO 1
THAT the Noteholders of all Notes Outstanding consent to Condition No. 1, and the Issuer be and is hereby
authorised by all Noteholders of all Notes Outstanding to amend the Revolving Loan Facility Agreement to
reflect Condition No. 1.
In this regard, the Issuer confirms the results of the Extraordinary Resolution No 1 in relation to the total
nominal amount of all Notes in relation to Transaction No. 7 as follows -
Total nominal Notes voted in Notes voted in Votes Votes carried Votes against
amount of person or by person or by abstained as a for resolution resolution as a
the Notes proxy disclosed proxy percentage as a percentage
as a number disclosed as a percentage
percentage
R802,700,000 R802,700,000 100,00% 0,00% 0,00% 100,00%
Extraordinary Resolution No 1 was not passed by a majority of 100%.
4. EXTRAORDINARY RESOLUTION NO 2
THAT the Noteholders of all Notes Outstanding consent to Condition No. 2, and the Issuer be and is hereby
authorised by all Noteholders of all Notes Outstanding to agree to Condition No. 2.
In this regard, the Issuer confirms the results of the Extraordinary Resolution No 2 in relation to the total
nominal amount of all Notes in relation to Transaction No. 7 as follows -
Total nominal Notes voted in Notes voted in Votes Votes carried Votes against
amount of person or by person or by abstained as a for resolution resolution as a
the Notes proxy disclosed proxy percentage as a percentage
as a number disclosed as a percentage
percentage
R802,700,000 R802,700,000 100,00% 0,00% 0,00% 100,00%
Extraordinary Resolution No 2 was not passed by a majority of 100%.
5. EXTRAORDINARY RESOLUTION NO 3
THAT the Noteholders of all Notes Outstanding consent to Condition No. 3, and the Issuer be and is hereby
authorised by all Noteholders of all Notes Outstanding to amend the Bridge Taxi Finance No 6 Common
Terms Agreement to reflect Condition No. 3.
In this regard, the Issuer confirms the results of the Extraordinary Resolution No 3 in relation to the total
nominal amount of all Notes in relation to Transaction No. 7 as follows -
Total nominal Notes voted in Notes voted in Votes Votes carried Votes against
amount of person or by person or by abstained as a for resolution resolution as a
the Notes proxy disclosed proxy percentage as a percentage
as a number disclosed as a percentage
percentage
R802,700,000 R802,700,000 100,00% 0,00% 0,00% 100,00%
Extraordinary Resolution No 3 was not passed by a majority of 100%.
6. EXTRAORDINARY RESOLUTION NO 4
THAT the Noteholders of all Notes Outstanding consent to Condition No. 4 (as amended), and the Issuer be
and is hereby authorised by all Noteholders of all Notes Outstanding to amend the Revolving Loan Facility
Agreement to reflect Condition No. 4 (as amended).
In this regard, the Issuer confirms the results of the Extraordinary Resolution No 4 (as amended) in relation
to the total nominal amount of all Notes in relation to Transaction No. 7 as follows -
Total nominal Notes voted in Notes voted in Votes Votes carried Votes against
amount of person or by person or by abstained as a for resolution resolution as a
the Notes proxy disclosed proxy percentage as a percentage
as a number disclosed as a percentage
percentage
R802,700,000 R802,700,000 100,00% 0,00% 100,00% 0,00%
Extraordinary Resolution No 4 was passed by a majority of 100%.
7. EXTRAORDINARY RESOLUTION NO 5
THAT the Noteholders of all Notes Outstanding consent to Condition No. 5, and the Issuer be and is hereby
authorised by all Noteholders of all Notes Outstanding to agree to Condition No. 5.
In this regard, the Issuer confirms the results of the Extraordinary Resolution No 5 in relation to the total
nominal amount of all Notes in relation to Transaction No. 7 as follows -
Total nominal Notes voted in Notes voted in Votes Votes carried Votes against
amount of person or by person or by abstained as a for resolution resolution as a
the Notes proxy disclosed proxy percentage as a percentage
as a number disclosed as a percentage
percentage
R802,700,000 R802,700,000 100,00% 0,00% 0,00% 100,00%
Extraordinary Resolution No 5 was not passed by a majority of 100%.
Redinc Capital Proprietary Limited
Debt Sponsor
Date: 28-05-2024 05:30:00
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