Wrap Text
Bondholder Waiver Request
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 OF REQUEST FOR WRITTEN CONSENT OF BONDHOLDERS IN ACCORDANCE
WITH CLAUSE 13 OF THE TRUST DEED AND CONDITIONS 21, 22.12 AND
22.14 OF THE TERMS AND CONDITIONS (“CONSENT REQUEST”)
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) and the ZAR385,000,000 senior secured floating rate
registered bonds due 5 September 2016 issued in accordance with
the Offering Circular dated 30 November 2012 (the “Second Tap
Issue Bonds”) on the Terms and Conditions set out in the
respective Offering Circulars (the “Terms and Conditions”).
In terms of Condition 7.4, the Issuer is obliged to ensure that,
amongst others:
Cosira Mozambique becomes an Additional Guarantor in respect of
the Bonds and accedes to the relevant Subsidiary Accession
Documents by no later than 28 February 2013, such date being the
date falling 3 (three) months after the date on which the Issuer
acquires the Shares in Cosira South Africa; and
Cosira Tubular Joint Venture becomes an Additional Guarantor in
respect of the Bonds and accedes to the relevant Subsidiary
Accession Documents by no later than 28 February 2013, such date
being the date falling 3 (three) months after the date on which
the Issuer acquires the Shares in Cosira South Africa.
Furthermore, in terms of Condition 13.2, the Issuer is obliged to
ensure that Cosira South Africa enters into, amongst others, the
Cosira Mozambique Security Agreement over Shares by no later than
31 May 2013, such date being the date falling 6 (six) months after
the Amendment Date.
The Issuer will not be able to comply with its obligations set out
in paragraph 0 above due to the fact that as it has been unable to
ensure that Cosira Mozambique becomes an Additional Guarantor and
accedes to the relevant Subsidiary Accession Documents by no later
than 28 February 2013 due to certain regulatory and other legal
requirements (the Mozambique Regulatory Requirements) applicable
to the execution of the Subsidiary Accession Documents in the
Republic of Mozambique. In terms of the Mozambique Regulatory
Requirements, certain regulatory approvals need to be obtained and
certain formal legal processes need to be complied with within the
Republic of Mozambique which the Issuer has, despite its best
efforts, been unable to obtain or comply with within the relevant
time period. In addition, there is a sizeable potential stamp
duty and tax liability applicable to the proposed accession by
Cosira Mozambique to the Subsidiary Accession Documents.
In addition, the Mozambique Regulatory Requirements are applicable
in respect of the execution of the Cosira Mozambique Security
Agreement over Shares.
Furthermore, the Issuer will not be able to comply with its
obligations set out in paragraph 0 above as it has been unable to
ensure that Cosira Tubular JV becomes an Additional Guarantor and
accedes to the relevant Subsidiary Accession Documents by no later
than 28 February 2013 due to the fact that the Issuer only holds
50% (fifty percent) of Cosira Tubular JV and is therefore unable
to control the actions of Cosira Tubular JV.
1. The Issuer hereby, pursuant to Clause 13 (Waiver) of the Trust
Deed and 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 Issuer ensure that Cosira
Mozambique becomes an Additional Guarantor in respect of
the Bonds and accedes to the relevant Subsidiary Accession
Documents by no later than 28 February 2013, such date
being the date falling 3 (three) months after the date on
which the Issuer acquires the Shares in Cosira South Africa
and, to the extent that the Issuer has breached its
obligations in this regard, waive such breach;
1.3 waive the requirement that the Issuer ensure that Cosira
Tubular Joint Venture becomes an Additional Guarantor in
respect of the Bonds and accedes to the relevant Subsidiary
Accession Documents by no later than 28 February 2013, such
date being the date falling 3 (three) months after the date
on which the Issuer acquires the Shares in Cosira South
Africa and, to the extent that the Issuer has breached its
obligations in this regard, waive such breach; and
1.4 waive the requirement that the Issuer ensure that Cosira
South Africa enters into the Cosira Mozambique Security
Agreement over Shares by no later than 31 May 2013, such
date being the date falling 6 (six) months after the
Amendment Date,
by completing the Consent Notice annexed to the Consent Request,
which has been delivered to Strate Limited and the JSE Limited,
and returning same to the Issuer by no later than 17h00 on
8 March 2013.
1 March 2013
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 01/03/2013 03:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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