TORQUE SECURITISATION (RF) LTD - Notice of Request for Written Consent by Noteholders

Notice of Request for Written Consent by Noteholders

Torque Securitisation (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2012/030043/06)
Company code: TSRF
(“Torque” or the “Company”)

NOTICE OF REQUEST FOR WRITTEN CONSENT BY NOTEHOLDERS

1.   This notice of request for written consent (the “Consent Request”) is delivered by the Issuer to each
     holder of Notes (the “Noteholders”) issued under the Issuer’s ZAR5 000 000 000 Secured Note
     Programme dated on or about 8 August 2012 (the “Programme Memorandum”) for purposes of
     obtaining the Noteholders’ written consent to restate and amend the terms and conditions of the
     Programme Memorandum.


2.   Capitalised terms used but not defined herein shall bear the meaning ascribed to them in the
     Programme Memorandum.


3.   We hereby give notice that the Issuer intends to amend the Programme Memorandum in the form of the
     restated and amended Programme Memorandum attached as Annexure A hereto (the “Revised PM”).


4.   The Revised PM will be made available on the following website on behalf of the Issuer:
     www.iemas.co.za.


5.   All of the proposed amendments in the attached Revised PM have been marked up for ease of
     reference.

6.   In accordance with section 7.12 of the JSE Debt Listings Requirements, “[in] the event that the [Issuer]
     makes any changes to the Placing Document that affect the terms and conditions of the Debt
     Securities…, other than the changes which are of a formal, minor or technical nature or are made to
     correct a manifest error or to comply with mandatory provisions of the law of South Africa, the [Issuer]
     must obtain… approval from Holders of Debt Securities holding not less than 66.67% (sixty-six point
     sixty-seven percent) of the value of a specific class of notes or all outstanding notes. …”


7.   In accordance with section 7.12 of the JSE Debt Listings Requirements, we attach a draft Special
     Resolution (attached as Annexure B hereto) (the “Special Resolution”) for written approval by the
     Noteholders holding not less than 66.67% of the value of all outstanding Notes.


8.   Accordingly, we hereby request that Noteholders approve the attached proposed amendments to the
     Conditions by completing and signing the Special Resolution and delivering same to the Central
     Depository Participant (that initially provided the Special Resolution) and to FirstRand Bank Limited
      (acting through its Rand Merchant Bank division) by no later than 17h00 on Friday, 15 May 2015 in
      accordance with the terms of the Special Resolution.


9.    The Security SPV, by its signature below, confirms its agreement with the contents of this notice.


10.   The Issuer delivers this notice to the Central Depository and to the Securities Exchange News Service of
      the JSE (“SENS”) in accordance with Condition 23.1 of the Programme Memorandum.


10 April 2015

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

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