To view the PDF file, sign up for a MySharenet subscription.

THE SA NATIONAL ROADS AGENCY SOC LTD - SANRAL-Notice of a Meeting of Holders of all the DMTN Programme Memorandum Notes

Release Date: 08/12/2014 13:59
Code(s): NRA023 NRA018 NRA022 NRA028     PDF:  
Wrap Text
SANRAL-Notice of a Meeting of Holders of all the DMTN Programme Memorandum Notes

                   THE SOUTH AFRICAN NATIONAL ROADS AGENCY SOC LIMITED
                                   (Registration number 1998/009584/30)
                                                    “SANRAL”
 (Established and incorporated as a public company under The South African National Roads Agency Limited and
                                            National Roads Act, 1998)

(the “Issuer” or the “Company”)

Bond Issuer Code: BINRA




NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER THE ZAR15 000 000 000
DOMESTIC MEDIUM TERM NOTE PROGRAMME OF THE ISSUER IN TERMS OF THE PROGRAMME
MEMORANDUM DATED 25 FEBRUARY 2011.



A. NOTICE AND PURPOSE

In accordance with Conditions 17 and 18 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 29 May 2008, as amended and restated on 25 February 2011
("Programme Memorandum"), will be held at 10h00 on 28 January 2015, at the office of Werksmans Attorneys
for the purposes of considering, and, if deemed fit, passing, with or without modification, the Extraordinary
Resolution set out under D below (on the same or similar terms as set out) for the amendment of the Programme
Memorandum.

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 or
Notes in uncertificated form in accordance with Condition 17.3 of the Terms and Conditions of the Notes.
B. BACKGROUND

Pursuant to changes to the Programme and recent changes in law, certain changes and amendments are required
to be effected to the Programme Memorandum and as 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 19.2 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 an Extraordinary Resolution.



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 or Notes in
uncertificated form shall vote on behalf of holders of Beneficial Interests of Notes represented by that Global
Certificate or held in uncertificated form on any resolution proposed to be passed at a meeting, in accordance with
the Applicable Procedures.

D. RESOLUTION

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."



The percentage of voting rights required for the above Extraordinary Resolution 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.




8 December 2014


Debt Sponsor

Absa Bank Limited (acting through its Corporate and Investment Banking division)

Date: 08/12/2014 01:59:00 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,
 information disseminated through SENS.

Share This Story