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BIBG3 - Blue Granite Investments NO. 3 (PROPRIETARY) Limited - Notice of a
meeting of all the holders
Blue Granite Investments NO. 3 (PROPRIETARY) Limited
Stock Code: BLG3A1 ISIN Code: ZAG000034638
Stock Code: BLG3A2 ISIN Code: ZAG000034711
Stock Code: BLG3A3 ISIN Code: ZAG000034703
Stock Code: BLG3B ISIN Code: ZAG000034646
Stock Code: BLG3C ISIN Code: ZAG000034661
Stock Code: BLG3D ISIN Code: ZAG000034695
Stock Code: BLG3E ISIN Code: ZAG000034653
Stock Code: BLG3F ISIN Code: ZAG000034679
Dated: 22 August 2011
Notice is hereby given that a meeting of noteholders has been called on 19
September 2011 and the notice says the follows:
"Pursuant to Condition 22 of the Terms and Conditions of the Notes, Blue Granite
No. 3 Security SPV (Proprietary) Limited hereby gives notice that a meeting of
all the holders of notes issued by the Issuer under its R5,000,000,000 Asset
Backed Note Programme and due 30 October 2031 (the "Noteholders"), will be held
on 19 September 2011 at 10h00 at the offices of Maitland Trust Limited, 1st
Floor, 32 Fricker Road, Illovo, Johannesburg (the "Noteholders Meeting") at
which the following Special Resolutions (on the same or similar terms as set out
below, provided that any amendment to the terms of the resolutions set out
below, will be communicated to the Noteholders in writing prior to the meeting)
will be considered and, if deemed fit, passed with or without modification.
Unless otherwise defined, words and expressions used in this notice will bear
the same meanings as in the programme memorandum of Blue Granite Investments No.
1 (Proprietary) Limited dated 28 October 2005 (the "Programme Memorandum") and
the Applicable Transaction Supplement of the Issuer dated on or about 8 November
2006, as amended.
SPECIAL RESOLUTION 1 - PROVISION FOR REFINANCING PERIOD
1. WHEREAS
1.1 No Refinancing Period has been set out in Item 14 of the Applicable Pricing
Supplements applicable to each of the Class A1 Notes, the Class A2 Notes,
the Class A3 Notes, the Class B Notes, the Class C Notes, the Class D
Notes, the Class E Notes and the Class F Notes (collectively the
"Applicable Pricing Supplements").
1.2 The Step-Up Call Date in respect of the Class A1 Notes, the Class A2 Notes,
the Class A3 Notes, the Class B Notes, the Class C Notes, the Class D
Notes, the Class E Notes and the Class F Notes (collectively the
"Applicable Notes") is 30 October 2011.
1.3 The Issuer may or may not exercise the Step-Up Call Option on the Step-Up
Call Date.
1.4 Should the Issuer not exercise the Step-Up Call Option on the Step-Up Call
Date, the margin for the Interest Rate payable on the Applicable Notes will
be increased with effect from the Step-Up Call Date in accordance with the
Applicable Pricing Supplements.
1.5 The Issuer wishes to have the right to exercise the Refinancing Option
pursuant to Condition 7.3.3 during the period falling between 20 September
2011 and 30 January 2012 (the "Refinancing Period").
1.6 The Issuer accordingly wishes to amend Item 14 of each of the Applicable
Pricing Supplements to read: 20 September 2011 to 30 January 2012.
SPECIAL RESOLUTION 2 - EXERCISING OF REFINANCING OPTION ON DATE OTHER THAN
STEP-UP CALL DATE OR ANY INTEREST PAYMENT DATE THEREAFTER AND CONSENT TO
SHORTER NOTICE PERIOD TO EXERCISE REFINANCING OPTION
AND WHEREAS
1.7 Condition 7.3.3 provides inter alia that the Issuer is entitled, subject to
the Originator`s prior written consent (but without requiring the consent
of the Noteholders), upon giving the Refinancing Notice to the Noteholders
given at any time during the Refinancing Period, to issue Refinancing Notes
in order to redeem all, but not some only, of the Refinanced Notes;
provided that a Refinancing Notice may not be given less than 20 days prior
to the Step-Up Call Date or any Interest Payment Date thereafter unless all
of the holders of the Refinanced Notes consent thereto in writing.
1.8 Condition 7.3.3 provides further that the Issuer is entitled to withdraw
its Refinancing Notice at any time prior to the issue of the Refinancing
Notes and, following such withdrawal, will not be entitled to issue any
further Tranche of Notes for the purpose mentioned in Condition 7.3.3 with
respect to such Refinanced Notes and will not be obliged to redeem the
Refinanced Notes on the Step-Up Call Date or on any Interest Payment Date
falling thereafter, unless a new Refinancing Notice is issued no later than
20 days prior to the Step-Up Call Date or on any Interest Payment Date
falling thereafter.
1.9 The Issuer wishes to amend Condition 7.3.3 to provide that:
1.9.1 it may give the Refinancing Notice at any time during the Refinancing
Period, provided that such notice shall not be given less than 3 days`
prior to the proposed Issue Date for the Refinancing Notes (provided
that such Issue Date falls on a Business Day during the Refinancing
Period);
1.9.2 should it withdraw the Refinancing Notice referred to in paragraph
1.9.1 above prior to the issue of the Refinancing Notes but thereafter
wish to refinance the Refinanced Notes in terms of Condition 7.3.3,
the Issuer may issue a new Refinancing Notice to all Noteholders at
least 3 days prior to the rescheduled Proposed Issue Date (provided
that such rescheduled Proposed Issue Date falls on a Business Day
during the Refinancing Period); and
1.9.3 the proceeds of the issue of any Refinancing Notes will only be used
to redeem the Refinanced Notes; and no Noteholder (other than
Noteholders of the Refinanced Notes) or any other creditor of the
Issuer will have any claim to such proceeds.
2. IT IS ACCORDINGLY RESOLVED THAT
SPECIAL RESOLUTION 1
2.1 The Issuer be and is hereby authorised to amend Item 14 of each of the
Applicable Pricing Supplements to read: 20 September 2011 to 30 January
2012.
SPECIAL RESOLUTION 2
2.2 Subject to the passing of Special Resolution 1, the Issuer be and is hereby
authorised to amend Condition 7.3.3 by:
2.2.1 deleting the phrase "provided that a Refinancing Notice may not be
given less than 20 days prior to the Step-Up Call Date or any Interest
Payment Date thereafter" and substituting it with the phrase
"providedthat a Refinancing Notice may not be given less than 3 days
prior to the proposed Issue Date (provided that such proposed Issue
Date falls on a Business Day during the Refinancing Period) (the
"Proposed Issue Date")" in Condition 7.3.3;
2.2.2 deleting the phrase "...on the Step-Up Call Date or any Interest
Payment Date falling thereafter, unless a new Refinancing Notice is
issued no later than 20 days prior to the Step-Up Call Date or on any
Interest Payment Date falling thereafter " and replacing it with
"...on the Proposed Issue Date, unless a new Refinancing Notice is
issued no later than 3 days prior to the rescheduled Proposed Issue
Date (provided that such rescheduled Proposed Issue Date falls on a
Business Day during the Refinancing Period)" in Condition 7.3.3, and
2.2.3 deleting the phrase ", subject to investment in Permitted Investments
as set out below and as otherwise may be expressly permitted in the
Applicable Pricing Supplement," in the penultimate sentence of
Condition 7.3.3 and the phrase "The proceeds of the issue of any
Refinancing Notes may, pending application in accordance with the
aforesaid, only be invested by the Issuer in Permitted Investments,
being in all cases Permitted Investments having maturity date(s) on or
prior to the Step-Up Call Date or any Interest Payment Date falling
thereafter." in the final sentence of Condition 7.3.3,
so that Condition 7.3.3 shall read as follows:
"Refinancing of Notes - The Issuer will, subject to the Originator`s prior
written consent (but without requiring the consent of the Noteholders), be
entitled, upon giving the Refinancing Notice to the Noteholders at any time
during the Refinancing Period, to issue Refinancing Notes in order to
redeem all, but not some only, of the Refinanced Notes; provided that a
Refinancing Notice may not be given less than 3 days prior to the proposed
Issue Date (provided that such proposed Issue Date falls on a Business Day
during the Refinancing Period) (the "Proposed Issue Date") unless all of
the holders of the Refinanced Notes consent thereto in writing. The Issuer
will be entitled to withdraw its Refinancing Notice at any time prior to
the issue of the Refinancing Notes and, following such withdrawal, will not
be entitled to issue any further Tranche ofNotes for the purpose mentioned
in this Condition 7.3.3 with respect to such Refinanced Notes and will not
be obliged to redeem the Refinanced Notes on the Proposed Issue Date,
unless a new Refinancing Notice is issued no later than 3 days prior to the
rescheduled Proposed Issue Date (provided that such rescheduled Proposed
Issue Date falls on a Business Day during the Refinancing Period).
Notwithstanding the Priority of Payments, the proceeds of the issue of any
Refinancing Notes will only be used to redeem the Refinanced Notes; and no
Noteholder (other than Noteholders of the Refinanced Notes) or any other
creditor of the Issuer will have any claim to such proceeds."
2.3 Subject to the passing of the resolutions referred to in 2.1 and 2.2 above,
the Security SPV and the Issuer be and are hereby authorised to do all such
things, take all steps or actions and sign all such documents as will or
may be reasonably required or necessary to give effect to the resolutions
referred to in 2.1 and 2.2 above.
EFFECTIVE DATE
The Special Resolutions above shall be effective from the date of their
respective passing.
PROXIES
1. In terms of Condition 22.11 a Noteholder entitled to attend and vote at a
meeting of Noteholders is entitled to appoint a proxy to act on his behalf
in connection with such meeting.
2. A person appointed to act as proxy need not be a Noteholder.
3. A form of proxy ("proxy form") is enclosed for those Noteholders who wish
to be represented at the meeting.
4. Please note that the proxy form must be delivered to each respective
Noteholder`s Participant(s) and the Specified Office of the Transfer Agent,
with a copy to Lefentse.Mphethi@standardbank.co.za, not less than 24 hours
before the time appointed for holding the meeting of Noteholders specified
above.
BY ORDER OF THE BOARD OF THE SECURITY SPV"
Further information on the Note issued please contact:
Lefentse Mphethi (011) 636 2638
Email: Lefentse.Mphethi@standardbank.co.za
Sponsor - The Standard Bank of South Africa Limited
Date: 22/08/2011 10:36:01 Supplied by www.sharenet.co.za
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