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BIUNIT - Unitrans Services (Proprietary) Limited - Notice of Meeting of
Noteholders
Notice of Meeting of Noteholders
Unitrans Services (Proprietary) Limited ZAR 3 500 000 000 Domestic Medium Term
Note Programme
Dated: 7 October 2011
In accordance with Condition 23 of the terms and conditions (the Terms and
Conditions) in the Programme Memorandum dated 20 November 2007, as amended or
supplemented from time to time, issued by the Issuer, notice is hereby given by
the Issuer to the Noteholders of the Notes that a meeting of Noteholders of the
Notes issued by the Issuer will be held at 28 Sixth Street, Wynberg, Sandton,
South Africa on 28 October 2011, at 10h00 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 23 (as read with Condition
22.3) of the Terms and Conditions, the following resolutions:
1 AS EXTRAORDINARY RESOLUTION NO. 1
THAT the "Terms and Conditions of the Notes" be and is hereby amended by
the amendment of the definition of "Original Unitrans Guarantors" so as to
delete "Unitrans Fuel and Chemical (Proprietary) Limited (Registration
Number 1999/006604/07)", "Unitrans Motors (Proprietary) Limited
(Registration Number 1945/019848/07)" and "Unitrans Automotive
(Proprietary) Limited (Registration Number 1997/009861/07)" therefrom.
2 AS EXTRAORDINARY RESOLUTION NO. 2
THAT following the passing of Extraordinary Resolution 1, the "Terms and
Conditions of the Notes" be amended to remove all references to "Unitrans
Fuel and Chemical (Proprietary) Limited", "Unitrans Motors (Proprietary)
Limited" and "Unitrans Automotive (Proprietary) Limited", by means of a
supplement to the Programme Memorandum.
3 AS EXTRAORDINARY RESOLUTION NO. 3
THAT Unitrans Fuel and Chemical (Proprietary) Limited, Unitrans Motors
(Proprietary) Limited and Unitrans Automotive (Proprietary) Limited be
released from their obligations under the Unitrans Guarantee.
4 AS EXTRAORDINARY RESOLUTION NO. 4
THAT following the passing of Extraordinary Resolution 3, the Unitrans
Guarantee be and is hereby amended so as to provide for the release of
Unitrans Fuel and Chemical (Proprietary) Limited, Unitrans Motors
(Proprietary) Limited and Unitrans Automotive (Proprietary) Limited as
"Unitrans Guarantors" from their obligations under the Unitrans Guarantee".
For further information regarding the disposal of the Unitrans Motors
(Proprietary) Limited and Unitrans Automotive (Proprietary) Limited, refer to
the following SENS Announcements available on the JSE Limited`s website at
http://www.jse.co.za:
1. JD Group Limited - Proposed transaction with Steinhoff International Holdings
Limited - 14 March 2011
2. JD Group Limited - Update on proposed transaction with Steinhoff
International Limited and expected salient dates - 5 April 2011
3. Steinhoff International Holdings Limited - Agreed terms and expected salient
dates relating to the proposed transaction with JD Group Limited in respect
of combining the Steinhoff Africa retail assets with that of JD Group
Limited - 7 April 2011
4. JD Group Limited - Proposed transaction with Steinhoff International Limited:
Results of General Meeting - 23 June 2011
5. JD Group Limited - Competition Tribunal approval of the transaction between
JD Group Limited and Steinhoff International Limited - 7 July 2011
In addition, refer to the Circular issued by the JD Group Limited on 24 May
2011 which is available on the JD Group Limited`s website at
http://www.jdgroup.co.za.
The aforementioned resolutions shall be implemented by filing all relevant
documentation with the JSE Limited and Strate Limited.
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 A, if required.
Proxy forms must be received at the registered office of Strate Limited and
copies thereof faxed to The Standard Bank of South Africa Limited, acting
through its Corporate and Investment Banking division, in the manner set out in
Annexure A 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 21 (as read with Condition 22.2) of the Terms and
Conditions.
ANNEXURE A
UNITRANS SERVICES (PROPRIETARY) LIMITED
(Registration No. 1983/006201/07)
(the Issuer)
FORM OF PROXY
For use by Noteholders of the Issuer at a meeting (the Meeting) of Noteholders
to be held at 28 Sixth Street, Wynberg, Sandton, South Africa on 28 October
2011, at 10h00.
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 ______ ______ ______
Extraordinary Resolution No 3 ______ ______ ______
Extraordinary Resolution No 4 ______ ______ ______
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 The
Standard Bank of South Africa Limited, acting through its Corporate and
Investment Banking division (SBSA), 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
Steven Ingleby at fax number (011) 759 5505) 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 SBSA, a copy of the proxy form must be faxed to SBSA (for the
attention of Mr Andrew Costa at fax number (011) 378 7009) 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.
For further information please contact:
Sponsor - SBSA
Andrew Costa
Tel:(011) 378 7008 Email:andrew.costa@standardbank.co.za
Dated: 7 October 2011
Date: 07/10/2011 16:22:54 Supplied by www.sharenet.co.za
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