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BIBAW - Barloworld Limited - Notice of meeting of Noteholders

Release Date: 26/09/2011 17:22
Code(s): JSE
Wrap Text

BIBAW - Barloworld Limited - Notice of meeting of Noteholders BARLOWORLD LIMITED (Registration No. 1918/000095/06) (the "Issuer") _________________________________________________________ NOTICE OF MEETING OF NOTEHOLDERS _________________________________________________________ In accordance with Condition 18 of the terms and conditions (the "Terms and Conditions") in the Programme Memorandum dated 1 September 2010, as amended or supplemented from time to time, notice is hereby given by the Issuer to the Noteholders that a meeting of Noteholders will be held at Barloworld Corporate Office, 180 Katherine Street, Sandton, 2196, South Africa, on 18 October 2011, at 9.30am for the purpose of considering and, if thought fit, of passing with or without modification in the manner required for the passing of a resolution in terms of Condition 19 of the Terms and Conditions, the following resolutions: 1. AS EXTRAORDINARY RESOLUTION NO. 1 THAT the Terms and Conditions be and are hereby amended by the amendment of the definition of "Extraordinary Resolution" so as to amend the percentage of minimum votes required from 66% (sixty six per cent) to 66.67% (sixty six point six seven per cent) to align the percentage of minimum votes required with the relevant requirement of the new JSE Limited`s Debt Listing Requirements and the replacement of the definition of "Extraordinary Resolution" in its entirety. 2. AS EXTRAORDINARY RESOLUTION NO. 2 THAT the Terms and Conditions be and are hereby further amended by the amendment to Condition 10.5 headed "Redemption in the event of a Change of Control" so as to: (i) amend the Change of Control Period in relation to a Change of Control Event from a period of 45 (forty five) days after the occurrence of a Change of Control to a period commencing 45 (forty five) days prior to the occurrence of a Change of Control and ending 45 (forty five) days after a Change of Control and to make any consequential amendments thereto; and (ii) amend the definition of a "Rating Downgrade" by deletion of the proviso that should there be "at least one remaining Investment Grade Rating in relation to the Issuer and/or the Programme and/or the Notes, as the case may be", no Rating Downgrade shall have occurred and, the replacement of Condition 10.5 headed "Redemption in the event of a Change of Control" in its entirety. The proposed amendments are attached in the Supplement to the Programme Memorandum, which will be available on the Issuer`s website at www.barloworld.com. A Noteholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not also be a Noteholder. A proxy form is annexed to this Notice for use by the Noteholder, as Annexure "B", if required. Proxy forms must be received at the registered office of Strate Limited and copies thereof faxed to Rand Merchant Bank, a division of FirstRand Bank Limited in the manner set out in Annexure "B" annexed hereto not less than 48 hours before the date of the meeting. This Notice is being delivered to Strate Limited and the JSE Limited in accordance with Condition 19 (as read with Condition 18.3) of the Terms and Conditions. SIGNED at _________________ on this the _________ day of ____________ 2011. For and on behalf of BARLOWORLD LIMITED _________________________________ Name: Capacity: Who warrants his authority hereto ANNEXURE "B" BARLOWORLD LIMITED (Registration No. 1918/000095/06) (the "Issuer") FORM OF PROXY For use by Noteholders of the Issuer at a meeting (the "Meeting") of Noteholders to be held at Barloworld Corporate Office, 180 Katherine Street, Sandton, 2196, South Africa, on 18 October 2011, at 9.30am. I/We being a Noteholder of the Issuer hereby appoint (see note 1): 1. or failing him/her 2. or failing him/her 3. the chairman of the Meeting, as my/our proxy to act for me/us and on my/our behalf at the Meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the resolution(s) to be proposed thereat and at any adjournment thereof, and to vote for and/or against the resolution(s) and/or abstain from voting in respect of the resolution(s), in accordance with the following instructions (see notes attached): For Against Abstain Extraordinary Resolution No 1 Extraordinary Resolution No 2 SIGNED at _____________________ on ______________________ 2011 Signature (Assisted by me (where applicable)) A Noteholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and on a poll vote in his/her stead at the Meeting and such proxy need not also be a Noteholder. NOTES 1. A Noteholder may insert the name of a proxy in the space provided, with or without deleting "the chairman of the Meeting". The person whose name stands first on the form of proxy and who is present at the Meeting will be entitled to act as proxy to the exclusion of those whose names follow. 2. A Noteholder`s instructions to the proxy must be indicated by way of a cross in the space provided. Failure to comply with the above will be deemed to authorise the chairman of the Meeting, if he/she is the authorised proxy, to vote in favour of the resolution at the Meeting, or any other proxy, to vote in favour of the resolution at the Meeting, or any other proxy to vote or to abstain from voting at the Meeting as he/she deems fit, in respect of all the Noteholder`s votes exercisable thereat. 3. The form of proxy must be lodged with Strate Limited ("Strate") and Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB"), as follows: 3.1 in respect of Strate Limited, either, 3.1.1 the original form of proxy may be lodged at the registered address of Strate, 1st Floor, 9 Fricker
Road, Illovo Blvd, Illovo, Sandton, 2196, South Africa (marked for the attention of Mr. Steven Ingleby) not less than 48 (forty-eight) hours before the time for holding the Meeting; or
3.1.2 a copy of the proxy form may be faxed to Strate (for the attention of Mr. Steven Ingleby at fax number 011 759 5500) not less than 48 (forty-eight) hours before the time for holding the Meeting with the
original proxy form to be lodged with Strate Limited at the address specified in 3.1 above; and 3.2 in respect of RMB, a copy of the proxy form must be faxed to RMB (for the attention of Nicola Corry at fax number (011) 282 8544) not less than 48 (forty-eight) hours before the time for holding the Meeting. 4. The completion and lodging of this form of proxy will not preclude the Noteholder from attending the Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Noteholder wish to do so. Date: 26/09/2011 17:22:48 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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