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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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