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Request for Consent
First Strut (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1992/001604/07)
Company code: BIFSL
(“First Strut” or the “Issuer”)
NOTICE REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH
CONDITION 21,22.12 AND 22.14 OF THE TERMS AND CONDITIONS
The Issuer has delivered a notice of request for consent (“Consent
Request”) to each holder of the ZAR450,000,000 senior secured
floating rate registered bonds due 5 September 2016 in accordance
with the Offering Circular dated 1 September 2011 (the “Initial
Bonds”) and the ZAR90,000,000 senior secured floating rate registered
bonds due 5 September 2016 issued in accordance with the Offering
Circular dated 13 December 2011 (the “First Tap Issue Bonds”) on the
Terms and Conditions set out in the respective Offering Circulars
(the Terms and Conditions).
The Issuer is about to enter into a transaction in terms of which a
subsidiary of the Issuer created especially for such purpose, FT
Construction Proprietary Limited (Registration Number 2012/098359/07)
(First Tech Cosira Newco) shall acquire the business of Cosira South
Africa Proprietary Limited (Registration Number 2003/004416/07)
(Cosira SA) and the shares and shareholder claims in Cosira SA and
Cosira Communications Global (Registration Number 094017) (a private
company registered in accordance with the laws of Mauritius) (the
“Acquisition”).
The Acquisition will be funded by the Issuer by way of The issue of
an additional ZAR385,000,000 senior secured floating rate registered
bonds due 5 September 2016 (the Additional Bonds, and together with
the Initial Bonds and the First Tap Issue Bonds, the Bonds) by the
Issuer on the Terms and Conditions as amended pursuant to the
amendments contemplated in this Consent Request; and the issue of
ZAR115,000,000 debentures due 30 March 2017 which shall be
subordinated to the other secured debts of the Issuer under the
Finance Documents (as defined in the Terms and Conditions (the
“Debentures”).
Cosira South Africa has a Performance Guarantee Facility (the SBSA
Performance Guarantee Facility) with The Standard Bank of South
Africa Limited (the PGF Provider) which is secured by the assets of
Cosira South Africa. Pursuant to the Acquisition, the assets of
Cosira South Africa will be transferred to First Tech Cosira Newco
and First Tech Cosira Newco will purchase the shares in Cosira South
Africa. The Issuer has agreed, pursuant to such transactions that
the SBSA Performance Guarantee Facility will be guaranteed and
benefit from the Security Documents on a pari passu and pro rata
basis in relation to the Bonds.
The Issuer hereby, pursuant to the provisions of Conditions 21
(Amendment of the Terms and Conditions), 22.12 (Resolutions) and
22.14 (Bondholder Decisions) requests that the Bondholders:
1.1 waive the requirement that the Bondholders be given at least
15 (fifteen) days notice of any request for a decision by the
Bondholders;
1.2 waive the requirement that the Trustee be given at least 20
(twenty) Business Days prior written notice of the Issue Date
of the Additional Bonds;
1.3 waive the requirement that the confirmation to be delivered
to the Trustee by the Auditors as envisaged in clause 5.3 of
the Trust Deed be given at least 10 (ten) Business Days prior
to the Issue Date of the Additional Bonds;
1.4 grant their written consent to the amendment of the Terms and
Conditions and the Finance Documents in accordance with
Condition 21, Condition 22.12 read with Condition 22.14 of
the Terms and Conditions to provide for inter alia:
1.4.1 the First Tap Issue Bonds and the Additional Bonds;
1.4.2 amendments to the Interest Rate applicable to the Bonds,
including amendments to the Applicable Margin as well as
the definitions of Base Rate and JIBAR to allow for
broken Interest Periods;
1.4.3 the Acquisition, including amendments required for the
introduction of Cosira SA and certain foreign
subsidiaries of Cosira SA into the Group as well as
provision for the properties from which Cosira SA
operates its business;
1.4.4 certain subsidiaries of the Issuer (being Flint
Construction Proprietary Limited, Thornbird Trade and
Invest 93 Proprietary Limited, First Tech Cosira Newco
and, following the Acquisition, Cosira SA and certain
foreign subsidiaries of Cosira SA (collectively, the
Additional Guarantors) becoming Restricted Subsidiaries
and Guarantors under the Terms and Conditions and
providing the requisite Guarantees and Transaction
Security in favour of the Bondholders, the Permitted
Working Capital Facility Lenders and the Permitted Hedge
Providers in accordance with the Terms and Conditions.
1.4.5 the issue of the Debentures;
1.4.6 amendments to certain financial definitions in the Terms
and Conditions (including, but not limited to, the
definition of Consolidated Adjusted Net Income,
Distribution and Investment) to cater for the Debentures
and the SBSA Performance Guarantee Facility;
1.4.7 amendments to the transactions and other actions
permitted by the Terms and Conditions (including, inter
alia, amendments to the definitions of Permitted
Encumbrances, Permitted Financial Indebtedness, Permitted
Guarantees, Permitted Investments, Permitted Related
Party Transactions and Permitted Share Issue) to cater
for (i) the Debentures and payments to be made to the
Debentureholders pursuant to the Debentures Terms and
Conditions, (ii) the SBSA Performance Guarantee Facility
and payments due to the PGF Provider thereunder and (iii)
the existing liabilities and obligations of Cosira SA
(whether transferred to First Tech Cosira Newco or
remaining in Cosira SA pursuant to the Acquisition);
1.4.8 an increase in the Permitted ABF Facilities;
1.4.9 amendments required pursuant to the introduction of a new
financial covenant, the Total Senior Debt Outstanding to
Consolidated EBITDA Ratio, including amendments to
Condition 13 (General Undertakings) and Condition 15
(Events of Default);
1.4.10 amendments to Condition 8 (Redemption and Purchases),
Condition 14 (Negative Undertakings) and Condition 15
(Events of Default) to cater for the Debentures and the
SBSA Performance Guarantee Facility;
1.4.11 the entry into the following agreements by the parties
thereto in order to guarantee and provide the requisite
Transaction Security in favour of the PGF Provider under
the SBSA Performance Guarantee Facility;
1.4.12 the entry into the following agreements by the parties
thereto in order to guarantee and provide the requisite
Transaction Security in favour of the Debentureholders,
1.4.13 the amendment (by way of addenda to be entered into by
the parties thereto) of the Bondholder Guarantee, the
Working Capital Facility Guarantee and the Hedge
Providers Guarantee to provide for the SBSA PGF Guarantee
and the Debentureholder Guarantee;
1.4.14 the amendment of the Trust Deed to provide for the
changes required pursuant to, inter alia, the
Acquisition, the Debentures, the SBSA Performance
Guarantee Facility and the other amendments referred to
in this clause 1.2;
1.4.15 the amendment of the Subordination Agreement to provide
for the Debentures and the SBSA Performance Guarantee
Facility; and
1.4.16 the amendment of the Enforcement Rights Agreement to
provide for the Debentures and the SBSA Performance
Guarantee Facility, including, inter alia amendments,
modifications or variations to the Enforcement Rights
Agreement which will have the effect of amending the
thresholds, or the method to determine the thresholds,
required to take any enforcement action under the
Security Documents or the method of instructing the
Enforcement Agent to take any enforcement action under
the Enforcement Rights Agreement.
by completing the Consent Notice annexed to the Consent Request
and returning same to the Issuer by no later than Friday, 23
November 2012.
2. A copy of the amended Terms and Conditions incorporating the
proposed amendments as contemplated in this Request Notice and a
copy of all the new and amended Finance Documents as contemplated
in this Request Notice is available on the Issuer’s website at
www.firsttechgroup.co.za.
21 November 2012
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
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