Wrap Text
Notice of Noteholders meeting
OntheCards Investments II (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2009/005155/07)
Company code: BIOCI
(“OTC II” or “the Issuer”)
NOTICE OF NOTEHOLDERS MEETING
Notice is hereby given that a meeting of the holders of the Class A
Notes of the Company, holding Class A Notes issued by the Company
under the Company’s asset backed note programme established in terms
of a programme memorandum dated 3 August 2009 will be held at 13h00
on Wednesday, 10 October 2012, at the office of Werksmans Attorneys,
at 155 – 5th Street, Sandton, Johannesburg for the purposes of
considering, and, if deemed fit, passing, with or without
modification, the Extraordinary Resolutions for the amendment of the
following Terms and Conditions of the Notes in the Programme
Memorandum:
EXTRAORDINARY RESOLUTION 1: AMENDMENT OF CONDITION 9.3(f) of THE
TERMS AND CONDITIONS OF THE NOTES
"Resolved as an extraordinary resolution that the Terms and
Conditions of the Notes, set out in the Programme Memorandum issued
by the Company, be and is hereby amended by the deletion of
Condition 9.3(f) of the Terms and Conditions in its entirety and the
substitution thereof by the following new Condition 9.3(f) :
"9.3(f) Early Redemption at the option of the Issuer prior to the
Scheduled Maturity Date
Notwithstanding any provision to the contrary in any Applicable
Pricing Supplement issued in respect of any Tranche, Series or Class
of Notes, and notwithstanding further that the Issuer may not have
specified an early redemption option in any such Applicable Pricing
Supplement issued in respect of any such Tranche, Series or Class of
Notes, the Issuer may, upon not less than five Business Days prior
written notice to the Noteholders in accordance with Condition 25,
redeem all or any portion, of any Tranche, Series or Class of Notes
on any day which is a Business Day prior to the Scheduled Maturity
Date (such date being the Optional Redemption Date), at their
Principal Owing (plus any premium in the discretion of the Issuer or
if agreed with a Noteholder) together with all Coupon Due at such
Optional Redemption Date. Payment in respect of the Principal Owing
(and the premium, if any) and the Coupon Due on such Optional
Redemption Date shall be paid to the Noteholders in accordance with
the Pre-Enforcement Priority of Payments during the Controlled
Amortisation Period."
EXTRAORDINARY RESOLUTION 2: AMENDMENT OF DEFINITION OF "BOOKS CLOSE
PERIOD"
"Resolved as an extraordinary resolution that the Terms and
Conditions of the Notes, set out in the Programme Memorandum issued
by the Company, be and is hereby amended by the deletion of the
definition of "Books Close Period" in each Applicable Pricing
Supplement issued by the Issuer in respect of the Notes in its
entirety and the substitution thereof by the following new definition
of "Books Close Period" in each such Applicable Pricing Supplement :
"Books Close Period – The period from and including 26 October, 26
January, 25 April and 26 July to but excluding the next Coupon
Payment Date of each calendar year, such being 5 (five) days prior to
each Coupon Payment Date and the Schedule Maturity Date".
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 Programme Memorandum.
A copy of this notice of the meeting, has been delivered to the
Central Securities Depository and the Interest Rate Market of the JSE
Limited for communication by them to the holders of Beneficial
Interests in the Class A Notes represented by the Global
Certificates(s) and Notes in uncertificated form in accordance with
Condition 25.2 of the Terms and Conditions.
8 October 2012
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 08/10/2012 04:15:00 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.
Sharenet Sites 
