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Notice of change in auditors - EDC01
Edcon Holdings Limited
Incorporated in the Republic of South Africa
Registration number 2006/036903/06
Company code: BIEDC1
NOTICE OF CHANGE IN AUDITORS
To the holders of the
€425,000,000 Senior Notes due 2019
ISIN: XS0982712878 and XS0982712173
Common Code: 098271287 and 098271217
€317,000,000 Senior Secured Notes due 2018
ISIN: XS0596918648 and XS0596918135
Common Code: 059691864 and 059691813
€300,000,000 Senior Secured Notes due 2018
ISIN: XS0888937272 and XS0888936118
Common Code: 088893727 and 088893611
US$250,000,000 Senior Secured Notes due 2018
ISIN: US27929TAB25 and XS0596919026
CUSIP: 27929TAB3 and Common Code: 059691902
€630,000,000 Senior Floating Rate Notes due 2015
ISIN: XS0305314774and XS0305313701
Common Code: 030531477 and 030531370
Edcon Holdings Limited (as applicable, the “2019 Notes
Issuer” or the “2015 Notes Issuer”) and Edcon Limited (the
“2018 Notes Issuer”) hereby give notice to the holders of
their respective:
(a) €425,000,000 Senior Notes due 2019 (for the notes issued
pursuant to Rule 144A of the United States Securities Act of
1933, ISIN: XS0982712878 and Common Code: 098271287; for the
notes issued pursuant to Regulation S of the United States
Securities Act of 1933, ISIN: XS0982712173 and Common Code:
098271217) (the “2019 Notes”) issued pursuant to an
indenture dated 14 November 2013 (the “2019 Notes
Indenture”) by and among the 2019 Notes Issuer, The Bank of
New York Mellon, as trustee (the “Trustee”), transfer agent
and principal paying agent, The Bank of New York Mellon
(Luxembourg) S.A. as registrar and Elephant OntheCards
(Proprietary) Limited, as SPV Guarantor;
(b) €317,000,000 Senior Secured Notes due 2018 (for the notes
issued pursuant to Rule 144A of the United States Securities
Act of 1933, ISIN: XS0596918648 and Common Code: 059691864;
for the notes issued pursuant to Regulation S of the United
States Securities Act of 1933, ISIN: XS0596918135 and Common
Code: 059691813), the €300,000,000 Senior Secured Notes due
2018 (for the notes issued pursuant to Rule 144A of the
United States Securities Act of 1933, ISIN: XS0888937272 and
Common Code: 088893727; for the notes issued pursuant to
Regulation S of the United States Securities Act of 1933,
ISIN: XS0888936118 and Common Code: 088893611)
(collectively, the “2018 EUR Notes”) and the US$250,000,000
Senior Secured Notes due 2018 (for the notes issued pursuant
to Rule 144A of the United States Securities Act of 1933,
ISIN: US27929TAB25 and CUSIP: 27929TAB3; for the notes
issued pursuant to Regulation S of the United States
Securities Act of 1933, ISIN: XS0596919026 and Common Code:
059691902) (the “2018 USD Notes,” and, collectively with the
2018 EUR Notes, the “2018 Notes”) issued pursuant to an
indenture dated 1 March 2011 (the “2018 Notes Indenture”) by
and among the 2018 Notes Issuer, The Bank of New York
Mellon, as trustee (the “Trustee”), U.S. registrar, transfer
agent and principal paying agent, The Bank of New York
Mellon (Luxembourg) S.A. as registrar, The Bank of New York
Mellon (Ireland) Limited, as Irish paying agent and Elephant
OntheCards (Proprietary) Limited, as SPV Guarantor; and
(c) €630,000,000 Senior Floating Rate Notes due 2015 (for the
notes issued pursuant to Rule 144A of the United States
Securities Act of 1933, ISIN: XS0305314774 and Common
Code: 030531477; for the notes issued pursuant to Regulation
S of the United States Securities Act of 1933, ISIN:
XS0305313701 and Common Code: 030531370) (the “2015 Notes”)
issued pursuant to an indenture dated 15 June 2007 (the
“2015 Notes Indenture”) by and among the 2015 Notes Issuer,
The Bank of New York Mellon (then known as The Bank of New
York), as trustee (the “Trustee”), transfer agent and
principal paying agent, The Bank of New York Mellon
(Ireland) Limited (then known as BNY Fund Services (Ireland
Limited)), as Irish paying agent, and Elephant OntheCards
(Proprietary) Limited, as SPV Guarantor,
pursuant to section 4.3(a)(3) of each of the 2019
Notes Indenture, the 2018 Notes Indenture and the 2015 Notes
Indenture of a change in the auditors of Edcon Holdings
Limited. Effective as of 29 November 2013, and all reporting
dates from that date, Edcon Holdings Limited has replaced
Ernst & Young Inc. with Deloitte and Touche as its independent
auditors. Deloitte and Touche shall deliver an audit opinion
with respect to Edcon Holdings Limited’s consolidated and
company financial results for the fiscal year ending 29 March
2014. The change is a result of a standard tender process,
undertaken by the Audit and Risk Committee, in line with good
corporate governance.
This notice is given on 03 December 2013 and shall constitute
a “report” to holders of each of the 2019 Notes, 2018 Notes
and 2015 Notes as required by section 4.3(a)(3) of each of the
respective 2019 Notes Indenture, 2018 Notes Indenture and 2015
Notes Indenture.
This notice is given by:
Edcon Holdings Limited (as 2019 Notes Issuer and 2015
Notes Issuer); and
Edcon Limited (as 2018 Notes Issuer)
Enquiries about the above notice should be directed to
Edcon Holdings Limited as set out below:
Edcon Holdings Limited
Edgardale
1 Press Avenue, Crown Mines
Johannesburg, 2092
South Africa
Attn: Debbie Millar
Fax: +27 086 523 6303
03 December 2013
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 03/12/2013 10:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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