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Notice of Meeting-Sanral
THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED
(Registration Number 1998/009584/06)
(the "Issuer")
NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER THE
ZAR31 910 000 000 DOMESTIC MEDIUM TERM NOTE PROGRAMME OF THE ISSUER IN TERMS OF
THE PROGRAMME MEMORANDUM DATED 30 JULY 2009
AND GUARANTEED BY THE GOVERNMENT OF THE REPUBLIC OF SOUTH AFRICA
A. NOTICE AND PURPOSE
In accordance with Conditions 18 and 19 of the Terms and Conditions of the Notes, the Issuer
hereby gives notice that a meeting ("Meeting") of the holders of the Notes ("Noteholders") of the
Issuer, holding Notes issued by the Issuer under the Issuer’s Domestic Medium Term Note
Programme ("Programme") pursuant to which the South African National Roads Agency SOC
Limited, in its capacity as Issuer may from time to time issue notes ("Notes") in terms of a
programme memorandum dated 30 July 2009 ("Programme Memorandum") and guaranteed by the
Government of the Republic of South Africa, will be held at 11h00 on 1 April 2014, at the office of
Werksmans Attorneys for the purposes of considering, and, if deemed fit, passing, with or without
modification, the Extraordinary Resolutions set out under D below (on the same or similar terms
as set out) for the amendment of the Programme Memorandum and the Replacement of the
Existing Guarantee (as defined below).
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 Meeting, has been delivered to the Central Securities Depository and the JSE for
communication by them to the holders of Beneficial Interests in the Notes represented by a Global
Certificate in accordance with Condition 18.2 of the Terms and Conditions.
B. BACKGROUND
On 29 June 2009, the Government of the Republic of South Africa ("Guarantor") issued the Issuer with a
guarantee ("Existing Guarantee") in respect of the obligations of the Issuer under, inter alia, the
Programme.
The Guarantor granted a further irrevocable Guarantee ("New Guarantee") directly to the Noteholders, in
respect of the Notes and other financial instruments issued by the Issuer from time to time with varying
maturities of up to 25 years.
Pursuant to the aforementioned New Guarantee and recent changes in law, certain changes and
amendments are required to be effected to the Programme Memorandum and a result thereof, the Issuer
wishes to issue an amended and restated programme memorandum ("Amended and Restated
Programme Memorandum") in order to record such amendments. In accordance with Condition 20.2 of
the Programme Memorandum, no modification of the Terms and Conditions may be affected unless:
a) in writing and signed by or on behalf of the Issuer and by or on behalf of the members of the
relevant Class of Noteholders holding not less than 66.67%, in nominal amount, of the Notes in
that Class for the time being Outstanding; or
b) sanctioned by Extraordinary Resolution.
A draft of the Amended and Restated Programme Memorandum and a draft of the New Guarantee are
circulated together with this notice.
The Amended and Restated Programme Memorandum is subject to alteration as it remains to be
approved by the JSE and remains subject to the comments of the Noteholders. Noteholders can
comment on the draft Amended and Restated Programme Memorandum by no later than 10 days
prior to the abovementioned date of the meeting. A final draft will be sent to the Noteholders not
later than 7 days prior to the abovementioned date of the meeting.
C. WHO MAY ATTEND AND VOTE?
Attending in person or by proxy
As the holder of Notes issued in the Issuer:
- you may attend the Meeting in person; or
- alternatively, you may appoint not more than one proxy to represent you at the Meeting. If you intend
on appointing a proxy, please complete the attached proxy form, which forms part of this notice of
meeting, and return it in accordance with the instructions contained in the proxy form. Failure to meet
these requirements may render the proxy form ineffective.
A proxy need not be a Noteholder in the Issuer.
Chairperson
The chairperson of the Meeting will be [Brendan Harmse, a director of GMG Trust Company (SA)
Proprietary Limited], an independent third party.
Identification
All Noteholders will be required to provide reasonably satisfactory identification to the chairperson of the
Meeting in order to participate in and vote at the Meeting.
Voting
Voting will take place by way of a poll. Every Noteholder who is present in person and produces proof
acceptable to the Issuer that he/she is the Noteholder or is a proxy or a Representative shall have one
vote per ZAR1 000 000's worth of Outstanding Notes (or the nearest rounded off multiple thereof) which
he/she holds or which the person which he/she represents or for whom he/she acts as proxy, holds. The
holder of a Global Certificate shall vote on behalf of holders of Beneficial Interests of Notes represented
by that Global Certificate on any resolution proposed to be passed at a meeting, in accordance with the
Applicable Procedures.
D. RESOLUTIONS
EXTRAORDINARY RESOLUTION 1: ISSUANCE OF AMENDED AND RESTATED PROGRAMME
MEMORANDUM
"Resolved as an extraordinary resolution that the Issuer is authorised to issue the Amended and
Restated Programme Memorandum."
EXTRAORDINARY RESOLUTION 2: REPLACEMENT OF THE EXISTING GUARANTEE WITH THE
AMENDED GUARANTEE
"Resolved as an extraordinary resolution that the Existing Guarantee be replaced by the Amended
Guarantee."
The percentage of voting rights required for the above Extraordinary Resolutions to be adopted by way of
a poll shall be a majority consisting of not less than 66.67% (sixty-six and two-thirds percent) of the votes
given on such poll.
Sandton
10 March 2014
Sponsor
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Date: 11/03/2014 09:00:00 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,
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