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Notice of Request for Written Consent of Noteholders
BNP Paribas Arbitrage Issuance B.V.
(Incorporated in The Netherlands)
(the Issuer)
Stock code: ZA074 ISIN: ZAE000191755
Stock code: ZA076 ISIN: ZAE000192175
Stock code: ZA077 ISIN: ZAE000192696
Stock code: ZA079 ISIN: ZAE000192829
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN
ACCORDANCE WITH CONDITION 7 OF THE ADDITIONAL TERMS AND
CONDITIONS
1. On 20 January 2015, the Issuer advised the holders of the
Notes (as defined below) of the occurrence of an Extraordinary
Fund Event as described in Condition 2.10 (Extraordinary Fund
Events) of Annex 9 (Additional Terms and Conditions for Fund
Securities) of the Base Prospectus (as defined below).
2. As a consequence of the Extraordinary Fund Event, this notice
of request for consent (this Consent Request) is delivered by
the Issuer to each holder of the Notes (the Noteholders)
issued under the Note, Warrant and Certificate Programme (the
Programme) established pursuant a base prospectus dated 5 June
2014 (as amended, restated and supplemented from time to time,
the Base Prospectus) together with a placement document dated
21 November 2013 (as amended, restated and supplemented from
time to time, the JSE Placement Document) in accordance with
Condition 7 (Notices) of the section headed “Additional Terms
and Conditions” in the JSE Placement Document (the Additional
Terms and Conditions), for purposes of obtaining the
Noteholders’ written consent to amend and restate the terms
and conditions of the Notes as required in terms of Condition
6.2 (Amendment of these Additional Terms and Conditions).
3. Capitalised terms used herein which are not otherwise defined
shall bear the meaning ascribed thereto in the Additional
Terms and Conditions read together with the Base Conditions
(as defined in the JSE Placement Document) where the context
requires.
4. BNP Paribas Arbitrage Issuance B.V (the Issuer) seeks the
Noteholders’ consent in accordance with Condition 6.2
(Amendment of these Additional Terms and Conditions) of the
Additional Terms and Conditions to:
4.1 waive the requirement that the Noteholders and the South
African Transfer Agent be given at least 21 clear calendar
days’ notice in terms of Condition 6.1.6 (Notices) of the
Additional Terms and Conditions before the Issuer can
request that the Noteholers provide their consent to the
amendments set out below;
4.2 amend and restate the Pricing Supplement relating to the
issue of ZAR2,000,000,000 Prosperity CT Notes, Series
EI1159SAD – ISIN ZAE000192175 (ZA076) (the ZA076 Notes) on
24 June 2014 by the Issuer (the ZA076 Pricing Supplement);
4.3 amend and restate the Pricing Supplement relating to the
issue of ZAR2,000,000,000 Fund Linked Redemption Notes,
Series EI1212SAD – ISIN ZAE000192829 (ZA079) (the ZA079
Notes) on 29 July 2014 by the Issuer (the ZA079 Pricing
Supplement);
4.4 amend and restate the Pricing Supplement relating to the
issue of ZAR1,000,000,000 Notes linked to a Basket of
Underlying Assets, Series EI1208SAD – ISIN ZAE000192696
(ZA077) (the ZA077 Notes) on 3 July 2014 by the Issuer (the
ZA077 Pricing Supplement);
4.5 amend and restate the Pricing Supplement relating to the
issue of ZAR2,000,000,000 Prosperity MEF Notes, Series
EI1204SAD – ISIN ZAE000191755 (ZA074) (the ZA074 Notes,
together with the ZA077 Notes, the ZA079 Notes and the
ZA076 Notes, constituting the Notes) on 13 June 2014 by the
Issuer (the ZA074 Pricing Supplement),(the ZA076 Pricing
Supplement, the ZA079 Pricing Supplement, the ZA077 Pricing
Supplement and the ZA074 Pricing Supplement, together the
Pricing Supplements).by completing the Consent Notice
(available from Strate and the Noteholders’ relevant CSD
Participant) and delivering the same to the registered
office of the relevant CSD Participant that provided the
said Noteholder with the Consent Notice, and providing a
copy thereof to the Issuer by no later than 17h00
(Johannesburg time) on Tuesday 17 March 2015 in accordance
with the terms and conditions of the Consent Notice. 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 changes to the Pricing Supplements are shown in blackline
and available on the JSE’s website at www.jse.co.za and
available on request from Computershare Investor Services
(Proprietary) Limited (the South African Transfer Agent) at
Charmaine.Jacobs@computershare.co.za or +2711370-5607.
6. This Notice is being delivered to JSE in accordance with
Condition 6.2 (Amendment of these Additional Terms and
Conditions) as read with Condition 7 (Notices) of the
Additional Terms and Conditions.
5 March 2015
Debt Sponsor
The Standard Bank of South Africa Limited
Date: 05/03/2015 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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