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Noteholder Consent to Amend the Terms and Conditions
RCS Investment Holdings (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2000/017884/07)
Company code: BIRCS
(“RCS”)
NOTEHOLDER CONSENT TO AMEND THE TERMS AND CONDITIONS
In accordance with Condition 19.4 of the terms and conditions (the
“Terms and Conditions”) in the Amended and Restated Programme
Memorandum dated 5 March 2013 (the “Programme”),which allows for
noteholders to give prior consent to amend the Terms and Conditions,
as amended or supplemented from time to time, issued by the Issuer,
notice is hereby given by the Issuer to the Noteholders that the
assets of RCS Personal Finance (Proprietary) Limited have been
acquired, and liabilities assumed, by RCS Cards (Proprietary)
Limited, the other Guarantor to the Programme.
Amendments have also been proposed to clause 7.3 and to clause 19.3.
These proposed amendments do not alter the terms and conditions, but
merely provide for improved clarity.
As a result, this Notice is issued to Noteholders who are requested
to consider and, if thought fit, to consent to the release of RCS
Personal Finance (Proprietary) Limited as a Guarantor to the
Programme, and the proposed amendments to the Programme Memorandum
discussed above, in terms of Condition 19.4 of the Terms and
Conditions.
The proposed amendments relating to the release of RCS Personal
Finance (Proprietary) Limited as a Guarantor to the Programme are set
out in the following documents (to be distributed through Strate
Limited):
1. Clean version of the amended and restated Programme Memorandum;
Clean Programme Memorandum for consideration by Noteholders, marked
Annexure “A”.
2. Marked Up version of the amended and restated Programme
Memorandum:
Version compares the Programme Memorandum dated 5 March 2013 to the
clean amended and restated Programme Memorandum to be considered for
approval by Noteholders, marked Annexure “B”. 2
Noteholders are requested to complete the Consent Notice which will
be delivered through Strate Limited.
Consent Notices must be delivered to the registered office of Strate
Limited via Noteholders’ Central Securities Depository Participants
and copies thereof faxed or e-mailed to Rand Merchant Bank, a
division of FirstRand Bank Limited in the manner set out in Annexure
“C” annexed hereto by 17h00 on 26th June 2013.
This Notice is being delivered to Strate Limited and the JSE Limited
in accordance with Condition 19 (as read with Condition 18) of the
Terms and Conditions.
13 June 2013
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
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