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STEINHOFF SERVICES LIMITED - Notice of request for consent for UTR40, UTR42, UTR43

Release Date: 25/07/2014 15:00
Code(s): UTR042 UTR043 UTR40     PDF:  
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Notice of request for consent  for UTR40, UTR42, UTR43

STEINHOFF SERVICES LIMITED
(registration number: 1983/006201/06)
(the Issuer)

NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH
CONDITION 21 OF THE TERMS AND CONDITIONS

1.    This notice of request for consent (this Consent Request) is
      delivered by the Issuer (formerly Unitrans Services Proprietary
      Limited) to each holder of Notes (the Noteholders) issued under the
      Steinhoff Services Proprietary Limited ZAR3,500,000,000 Domestic
      Medium Term Note Programme (the Programme) established pursuant to a
      programme memorandum dated 11 May 2005, which was amended and
      restated on 13 April 2007 and further amended and restated on 20
      November 2007 and supplemented by the supplement to the programme
      memorandum dated 6 February 2012 (the Programme Memorandum) in
      accordance with Condition 21 (Notices) of the section headed “Terms
      and Conditions of the Notes” in the Programme Memorandum (the Terms
      and Conditions) for purposes of obtaining the Noteholders’ written
      consent to, amongst others, amend and restate the terms and
      conditions of the relevant Applicable Pricing Supplements (as
      defined below) accordingly.

2.    Capitalised terms used herein which are not otherwise defined shall
      bear the meaning ascribed thereto in the Terms and Conditions where
      the context requires.

3.    the Issuer seeks the Noteholders’ written consent to waive the
      requirement that the Noteholders be given at least 21 days notice
      within which to consent to the requests in paragraph 4 below and to
      agree to a notice period of 15 days from the date of this Consent
      Request, within which to provide such consents.

4.    Subject to the written consent in paragraph 3 above, the Issuer
      seeks the Noteholders’ written consent to:

4.1     amend and restate the Applicable Pricing Supplement     relating to
        the issue of ZAR250,000,000 10.16% Senior Unsecured      Fixed Rate
        Notes due 10 September 2017 (the UTR40 Notes)           (the UTR40
        Applicable   Pricing  Supplement),   to   enable  the    Issuer  to
        voluntarily redeem the UTR40 Notes on 13 August 2014;

4.2     amend and restate the Applicable Pricing Supplement relating to
        the issue of ZAR150,000,000 Senior Unsecured Floating Rate Notes
        due 19 April 2016 (the UTR42 Notes) (the UTR42 Applicable Pricing
        Supplement) to enable the Issuer to voluntarily redeem the UTR43
        Notes on 13 August 2014;

4.3     amend and restate the Applicable Pricing Supplement relating to
        the issue of ZAR200,000,000 Senior Unsecured Floating Rate Notes
        due 6 April 2015 (the UTR43 Notes) (the UTR43 Applicable Pricing
        Supplement) to enable the Issuer to voluntarily redeem the UTR43
        Notes on 13 August 2014,

        (the UTR40 Applicable Pricing Supplement, the UTR42 Applicable
        Pricing Supplement and the UTR43 Applicable Pricing Supplement
        collectively, the Applicable Pricing Supplements);

4.4     waive the requirement that the Noteholders be given at least 30
        days prior notice before the UTR40 Notes, the UTR42 Notes and the
        UTR43 Notes (collectively the Notes) can be redeemed by the
        Issuer; and

4.5     agree to a redemption of the Notes taking place on 13 August 2014,

      by completing the Consent Notice annexed hereto as Schedule 1 and
      delivering the same to the registered office of the relevant CSD
      Participant that provided said Noteholder with the Consent Notice,
      and providing a copy thereof to The Standard Bank of South Africa
      Limited, acting through its Corporate and Investment Banking
      division and the Issuer in the manner set out in Schedule 1, by no
      later than 17:00 on Thursday, 7 August 2014. The relevant CSD
      Participant will then notify Strate Limited of the total number of
      Consent Notices received, both in favour and not in favour of the
      proposed amendments.

5.    The marked-up amendments to the UTR40 Applicable Pricing Supplement
      are      available      on      the    Issuer’s     website      at
      www.steinhoffinternational.com.

6.    The marked-up amendments to the UTR42 Applicable Pricing Supplement
      are      available      on      the    Issuer’s     website      at
      www.steinhoffinternational.com.

7.    The marked-up amendments to the UTR43 Applicable Pricing Supplement
      are      available      on      the    Issuer’s     website      at
      www.steinhoffinternational.com.

8.    This Notice is being delivered to the JSE in          accordance   with
      Condition 21 (Notices) of the Terms and Conditions.

      Debt Sponsor:
      The Standard bank of South Africa Limited,
      acting through its Corporate and Investment Banking division
                                                                              SCHEDULE 1

For completion by Noteholders



                                     CONSENT NOTICE

A      We refer to the Notice of request for written consent            of Noteholders
       provided in accordance with Condition 21 (Notices) of            the Terms and
       Conditions (the Consent Request).

B      Defined terms used in this Consent Notice (the Consent Notice) shall have
       the meanings given to them in the Consent Request unless otherwise
       indicated.



I/We



being a holder/holders of Notes issued by the Issuer under the Programme hereby
confirm:



1.     I/We currently   hold   _____________________________   with   stock   code   UTR40
       and/or

       I/We currently hold ______________________________ with stock code UTR42
       and/or

       I/We currently hold ____________________________ with stock code UTR43;

2.     We acknowledge receipt of the Consent Request, in which the Issuer seeks
       the written consent of Noteholders to:

2.1        waive the requirement that the    Noteholders be given at least 21 days
           notice within which to provide    consent to the requests in paragraph 3
           below and to agree to a notice    period of 15 days from the date of the
           Consent Request within which to   provide the consents;

2.2        amend and restate the Applicable Pricing Supplement relating to the
           issue of ZAR250,000,000 10.16% Senior Unsecured Fixed Rate Notes due
           10 September 2017 (the UTR40 Notes) (the UTR40 Applicable Pricing
           Supplement), to enable the Issuer to voluntarily redeem the UTR40
           Notes on 13 August 2014;

2.3        amend and restate the Applicable Pricing Supplement relating to the
           issue of ZAR150,000,000 Senior Unsecured Floating Rate Notes due 19
           April 2016 (the UTR42 Notes) (the UTR42 Applicable Pricing Supplement)
           to enable the Issuer to voluntarily redeem the UTR43 Notes on 13
           August 2014;

2.4        amend and restate the Applicable Pricing Supplement relating to the
           issue of ZAR200,000,000 Senior Unsecured Floating Rate Notes due 6
           April 2015 (the UTR43 Notes) (the UTR43 Applicable Pricing Supplement)
           to enable the Issuer to voluntarily redeem the UTR43 Notes on 13
           August 2014;
2.5       waive the requirement that the Noteholders be given at least 30 days
          prior notice before the UTR40 Notes, the UTR42 Notes and the UTR43
          Notes (collectively the Notes) can be redeemed by the Issuer; and

2.6       agree to a redemption of the Notes taking place on 13 August 2014.

3.    We hereby [consent/do not consent] to the requested waivers and the
      proposed amendments as set out above and as contained in the Applicable
      Pricing   Supplements  available    on   the   Issuer’s   website    at
      www.steinhoffinternational.com


SIGNED at _________________ on this the _________ day of ____________ 2014.



For and on behalf of

_________________________________




_________________________________
Name:
Capacity: Authorised signatory
Who warrants his/her authority hereto
NOTES

This Consent Notice must be lodged with the relevant CSD Participant of each
Noteholder (that provided said Noteholder with the Consent Notice), as follows:

1.   in respect of the relevant CSD Participant, either the original form may be
     lodged at the registered address of such CSD Participant or a copy of the
     form may be faxed to such CSD Participant (with the original to follow
     shortly thereafter); and

2.   on receipt of this Consent Notice, the relevant CSD Participant must then
     notify Strate Limited of the total number of Consent Notices received, both
     in favour and not in favour of the proposed amendments by fax to Strate
     Limited (for the attention of Mr. Steven Ingleby at fax number +27 11 759
     5500) or by e-mail to steveni@strate.co.za copying cdadmin@strate.co.za by
     no later than 17:00 on Thursday, 7 August 2014; and

3.   A      copy     of      the      form     must      be    e-mailed    to
     Alexi.Contogiannis@standardbank.co.za                 and             to
     johan.geldenhuys@steinhoff.co.za by no   later   than 17:00 on Thursday,
     7 August 2014.

Date: 25/07/2014 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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