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Notice of request for written consent of noteholders
STEINHOFF SERVICES LIMITED
(Registration Number: 1983/006201/06)
Instrument Code: SHS08 ISIN: ZAG000106683
Instrument Code: SHS12 ISIN: ZAG000111501
Instrument Code: SHS14 ISIN: ZAG000116856
Instrument Code: SHS19 ISIN: ZAG000118712
Instrument Code: SHS20 ISIN: ZAG000118720
Instrument Code: SHS22 ISIN: ZAG000124041
Instrument Code: SHS23 ISIN: ZAG000127374
Instrument Code: SHS24 ISIN: ZAG000127382
Instrument Code: SHS25 ISIN: ZAG000127390
Instrument Code: SHS26 ISIN: ZAG000127440
(the “Issuer”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
This notice of request for consent (this Consent Request) is
delivered by the Issuer to each holder of Notes (the Noteholders)
issued under the Issuer’s ZAR10,000,000,000 Domestic Medium Term
Note Programme (the Programme) pursuant to a programme memorandum
dated 11 May 2005, which was amended and restated on 13 April
2007, 20 November 2007 and 7 December 2011 respectively
(collectively, the Programme Memoranda), in accordance with
Condition 19 (Notices) of the section headed “Terms and Conditions
of the Notes” in the Programme Memoranda (the Terms and
Conditions) for purposes of obtaining the Noteholders’ written
consent to amend and restate the Programme Memoranda in order to,
inter alia, increase the programme amount to ZAR15,000,000,000 and
to provide for the appointment of two additional Guarantors,
namely Pepkor Holdings Proprietary Limited and Ainsley Holdings
Proprietary Limited.
Capitalised terms used herein which are not otherwise defined
shall bear the meaning ascribed thereto in the Terms and
Conditions.
The Issuer seeks the Noteholders’ consent in accordance with
Condition 20 (Amendment of these Conditions) of the Terms and
Conditions to:
1. amend and restate the Programme Memoranda in order to, inter
alia, increase the programme amount to ZAR15,000,000,000, to
provide for the appointment of two additional Guarantors,
namely Pepkor Holdings Proprietary Limited and Ainsley
Holdings Proprietary Limited, and to ensure that the
Programme is in line with recent developments in market
standards; and
2. amend and restate the following Applicable Pricing
Supplements relating to the Notes currently Outstanding
pursuant to the Programme Memorandum (the Applicable Pricing
Supplements):
2.1 Applicable Pricing Supplement for the Notes issued
under stock code SHS08 (the SHS08 Notes);
2.2 Applicable Pricing Supplement for the Notes issued
under stock code SHS12 (the SHS12 Notes);
2.3 Applicable Pricing Supplement for the Notes issued
under stock code SHS14 (the SHS14 Notes);
2.4 Applicable Pricing Supplement for the Notes issued
under stock code SHS19 (the SHS19 Notes);
2.5 Applicable Pricing Supplement for the Notes issued
under stock code SHS20 (the SHS20 Notes);
2.6 Applicable Pricing Supplement for the Notes issued
under stock code SHS22 (the SHS22 Notes);
2.7 Applicable Pricing Supplement for the Notes issued
under stock code SHS23 (the SHS23 Notes);
2.8 Applicable Pricing Supplement for the Notes issued
under stock code SHS24 (the SHS24 Notes);
2.9 Applicable Pricing Supplement for the Notes issued
under stock code SHS25 (the SHS25 Notes); and
2.10 Applicable Pricing Supplement for the Notes issued
under stock code SHS26 (the SHS26 Notes);
by completing the Consent Notice 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 by no later than 17h00 on 23 October 2015 in accordance
with the terms and conditions of the Consent Notice. The relevant
CSD Participant will then notify Strate Proprietary Limited of the
total number of Consent Notices received, both in favour and not
in favour of the proposed amendments.
The draft amended and restated programme memorandum (the Amended
and Restated Programme Memorandum is available on Steinhoff
International Holdings Limited’s (Steinhoff International) website
at www.steinhoffinternational.com.
The changes marked against the current Programme Memorandum are
available on Steinhoff International Holdings Limited’s website at
www.steinhoffinternational.com. The changes marked-up against the
Applicable Pricing Supplements are available on Steinhoff
International’s website at www.steinhoffinternational.com.
The Amended and Restated Programme Memorandum, the changes marked-
up against the current Programme Memorandum, the changes marked-up
against the Applicable Pricing Supplements and the Consent Notice
are also available on request from the Transfer Agent.
This Notice is being delivered to the JSE Limited in accordance
with Condition 20 (Amendment of these Conditions) of the Terms and
Conditions as read with Condition 19 (Notices) of the Terms and
Conditions.
Date: 02 October 2015
Debt Sponsor: The Standard Bank of South Africa Limited
Requests should be sent to Alexi Contogiannis at
alexi.contogiannis@standardbank.co.za and by telephone at +27 11
721 8003.
Date: 02/10/2015 05:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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