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PPC002/ PPC003 and PPC004 - Issuer redemption Notice and Consent Solicitation pursuant to conditions 11.6 and 20
PPC Ltd
(Incorporated in the Republic of South Africa)
(Company registration number: 1892/000667/06)
(the "Issuer")
JSE Bond Code: PPC002 ISIN: ZAG000111212
JSE Bond Code: PPC003 ISIN: ZAG000117524
JSE Bond Code: PPC004 ISIN: ZAG000117532
ISSUER REDEMPTION NOTICE AND CONSENT SOLICITATION PURSUANT TO CONDITIONS 11.6
AND 20 OF THE TERMS AND CONDITIONS
INTRODUCTION
1. This Issuer Redemption Notice and consent solicitation to amend the Terms and Conditions (as
defined below) (this Issuer Redemption and Consent Notice) is delivered by the Issuer to the
noteholders (the Noteholders) of the PPC002 Notes (ZAG000111212), the PPC003 Notes
(ZAG000117524) and the PPC004 Notes (ZAG000117532) (collectively, the Notes) issued under
the Issuer’s ZAR6,000,000,000 Domestic Medium Term Note Programme (the Programme)
pursuant to the programme memorandum dated 18 March 2013 (the Programme
Memorandum), in accordance with Condition 19 (Notices) of the section of the Programme
Memorandum headed “Terms and Conditions of the Notes” (the Terms and Conditions), for
purposes of:
1.1. (i) notifying the Noteholders of the rating downgrade of the Issuer’s Rating assigned by
Standard and Poor’s Ratings Services (S&P) to “zaBB-/zaB” from “zaA/zaA-2” (the S&P
Rating Downgrade) and (ii) advising each Noteholder of the procedure for exercising its
option to require the Issuer to redeem the Notes held by such Noteholder pursuant to the S&P
Rating Downgrade; and
1.2. obtaining the Noteholders’ written consent to amend and restate the terms and conditions of
the Applicable Pricing Supplements (as defined in paragraph 5 below) in accordance with
Condition 20 (Amendment of these Conditions) of the Terms and Conditions.
2. Capitalised terms used herein which are not otherwise defined shall bear the meanings ascribed
thereto in the Terms and Conditions or the Applicable Pricing Supplements, as applicable.
REDEMPTION NOTIFICATION
3. In accordance with Condition 11.6 (Redemption in the event of a Rating Downgrade) of the
Terms and Conditions, the Issuer hereby notifies the Noteholders of the S&P Rating Downgrade.
4. As a consequence of the S&P Rating Downgrade, each Noteholder may elect to have the Issuer
redeem the Notes held by that Noteholder by completing the Noteholder redemption notice and
consent to amend the Terms and Conditions annexed hereto as Schedule 1 (the Noteholder
Redemption and Consent Notice) and delivering the signed Noteholder Redemption and
Consent Notice to the registered office of the relevant CSD Participant that delivered this Issuer
Redemption and Consent Notice to the said Noteholder, and providing a copy thereof to Absa
Corporate and Investment Bank, a division of Absa Bank Limited (acting in this capacity as the
Debt Sponsor of the Issuer) by no later than 17h00 on 24 June 2016 (the Election Cut-off Date)
in accordance with the section of the Noteholder Redemption and Consent Notice entitled
“Important Notes”.
SOLICITATION OF NOTEHOLDER CONSENT TO AMEND AND RESTATE THE APPLICABLE
PRICING SUPPLEMENTS
5. In accordance with Condition 20 (Amendment of these Conditions) of the Terms and Conditions, the
Issuer seeks the Noteholders’ written consent to amend and restate the terms and conditions of the
Applicable Pricing Supplement relating to the PPC002 Notes, the Applicable Pricing Supplement
relating to the PPC003 Notes and the Applicable Pricing Supplement relating to the PPC004 Notes
(collectively, the Applicable Pricing Supplements) to:
5.1. include the insertion of the relevant provisions in respect of, and to give effect to, the Notes
Guarantee (as defined below) to be provided in favour of the Noteholders pursuant to the
irrevocable and unconditional pro rata guarantee (the terms of which are set out in Appendix “D” to
each Applicable Pricing Supplement) by Absa Bank Limited, acting through its Corporate and
Investment Banking division, FirstRand Bank Limited, acting through its Rand Merchant Bank
division, Nedbank Limited, acting through its Corporate and Investment Banking division and The
Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking
division (collectively, the Notes Guarantors), guaranteeing the due and punctual payment of any
principal, interest and Increased Interest (as defined below) owing by the Issuer in respect to the
Notes (the Notes Guarantee). For the avoidance of doubt, references in the Programme
Memorandum to “Guarantor(s)” and/or “Additional Guarantor(s)”, shall not be construed as
references to the Notes Guarantors. Similarly, references to the “Guarantee” in the Programme
Memorandum shall not be construed as references to the Notes Guarantee;
5.2. extend the period of 15 Business Days, as specified in Condition 11.6.3 of the Terms and
Conditions, within which the Issuer will be required to redeem the relevant Notes to a period of 90
Business Days (the Extended Redemption Period). The effect of this amendment would be to
extend the period within which the Issuer will be required to redeem the relevant Notes to 1 November
2016;
5.3. increase the rates of interest (the Increased Interest) as follows:
5.3.1. in respect of the PPC002 Notes and the PPC003 Notes, respectively, the applicable Margin to
be added to the Reference Rate will be adjusted as follows:
5.3.1.1. PPC002 Notes: to 300 basis points from 150 basis points; and
5.3.1.2. PPC003 Notes: to 300 basis points from 148 basis points; and
5.3.2. in respect of the PPC004 Notes, the Fixed Rate of Interest will be adjusted to 10.35% from
9.86%,
with the accrual of such Increased Interest in respect of each Note commencing on the day
immediately following the Election Cut-off Date, being 25 June 2016, notwithstanding the date on
which the requisite majority to effect the proposed amendments to the Terms and Conditions is
obtained;
5.4. amend the definition of “Permitted Encumbrance” to include the following as an additional category
of Permitted Encumbrances:
“any Encumbrance created over the book debts of the Issuer and/or the relevant
wholly-owned Subsidiaries of the Issuer, and/or any shares which any of them hold
in any other company, in order to directly or indirectly secure amounts which may
become owing in connection with the Notes Guarantee provided by the Notes
Guarantors”; and
5.5. have the Noteholders agree not to exercise their rights under Condition 11.5 (Redemption in the
2
event of a Change of Control) and/or Condition 17 (Events of Default) of the Terms and Conditions,
in each case in respect of past, present or future events, until after the expiry of the Extended
Redemption Period, save for any rights which the Noteholders would be entitled to exercise under
Conditions 17.1.1.4 (Cross Default) and/or 17.1.1.6 (Insolvency etc.) of the Terms and Conditions
(insofar as such provisions relate to the Issuer only).
6. To consent to the amendments contemplated in paragraph 5 above, each Noteholder (i) must
complete the Noteholder Redemption and Consent Notice and deliver the signed Noteholder
Redemption and Consent Notice to the registered office of the relevant CSD Participant(s) that
delivered this Issuer Redemption and Consent Notice to such Noteholder and (ii) is requested to
provide a copy thereof to Absa Corporate and Investment Bank, a division of Absa Bank Limited
(acting in this capacity as the Debt Sponsor of the Issuer), in each case by no later than 17h00 on the
Election Cut-off Date in accordance with the section of the Noteholder Redemption and Consent
Notice entitled “Important Notes”.
7. If the Issuer obtains the consent of the requisite majority of Noteholders contemplated in
Condition 20.3 of the Terms and Conditions to amend the Terms and Conditions as detailed in
paragraph 5 above, the proposed amendments will become effective as against and bind all
Noteholders, irrespective of whether a Noteholder voted against the amendments. If the Issuer does
not obtain the consent of the requisite majority, the Issuer may in any event approach those
Noteholders who voted in favour of the amendments with an offer to exchange their Notes for notes
with terms similar to those detailed in paragraph 5 above (the PPC005 Notes).
8. The relevant CSD Participant(s) will then notify Strate Proprietary Limited of (i) the total number of
Noteholder Redemption and Consent Notices received, (ii) the number of Noteholder Redemption and
Consent Notices in terms of which Noteholders (A) elected to exercise their early redemption rights
and (B) elected not to exercise their early redemption rights and (iii) the number of Noteholder
Redemption and Consent Notices in terms of which Noteholders (A) voted in favour of the proposed
amendments and (B) voted against the proposed amendments.
9. A copy of each Applicable Pricing Supplement, marked-up to reflect the proposed changes, and the
draft applicable pricing supplement relating the terms of the PPC005 Notes, are available on the
Issuer’s website at www.ppc.co.za and /or on request from the Debt Sponsor. Requests should be
sent to Bonnie Brink at bonnie.brink@barclays.com and by telephone at +27 11 895 6843.
10. This Issuer Redemption and Consent Notice is being delivered to Strate Proprietary Limited in
accordance with Condition 19 (Notices) of the Terms and Conditions.
SCHEDULE 1
For completion by Noteholders.
NOTEHOLDER REDEMPTION NOTICE AND CONSENT TO AMEND THE TERMS AND
CONDITIONS PURSUANT TO CONDITIONS 11.6.3 AND 20.3 OF THE TERMS AND CONDITIONS
A. We refer to the Issuer Redemption Notice and consent solicitation provided in accordance with
Condition 11.6 (Redemption in the event of a Rating Downgrade) and Condition 20 (Amendment
to these Conditions) of the Terms and Conditions, each as read with Condition 19 (Notices) of the
Terms and Conditions (the Issuer Redemption and Consent Notice).
B. Defined terms used in this Noteholder redemption notice and consent to amend the Terms and
Conditions (the Noteholder Redemption and Consent Notice) shall have the meanings given to
them in the Issuer Redemption and Consent Notice 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:
1.1 [insert Nominal Amount of Notes held] with Stock Code [PPC002];
1.2 [insert Nominal Amount of Notes held] with Stock Code [PPC003];
1.3 [insert Nominal Amount of Notes held] with Stock Code [PPC004];
2. I/We hereby:
2.1 [elect] / [do not elect] to have the Issuer redeem the Notes described in paragraph 1
above in terms of Condition 11.6 (Redemption in the event of a Rating Downgrade) of the
Terms and Conditions at the Early Redemption Amount calculated in accordance with
Condition 11.7 (Early Redemption Amounts), together with accrued interest (if any); and
2.2 [consent] / [do not consent] to the amendments to the Terms and Conditions as detailed
in paragraph 5 of the Issuer Redemption and Consent Notice and the benefits conferred on
the Noteholders pursuant to the Notes Guarantee to be executed by the Note Guarantors.
IMPORTANT NOTES
The signed Noteholder Redemption and Consent Notice must be lodged with the relevant CSD
Participant of each Noteholder (i.e. the CSD Participant that provided said Noteholder with the
Noteholder Redemption and Consent Notice), as follows:
1. in respect of the relevant CSD Participant, either the original signed Noteholder Redemption and
Consent Notice must be lodged at the registered office of such CSD Participant or a copy of the
signed Noteholder Redemption and Consent Notice must be faxed or emailed to such CSD
Participant (with the original to follow shortly thereafter); and
2. on receipt of the signed Noteholder Redemption and Consent Notice, the relevant CSD
Participant must then notify Strate Proprietary Limited of (i) the total number of Noteholder
Redemption and Consent Notices received, (ii) the number of Noteholder Redemption and
Consent Notices in terms of which Noteholders (A) elected to exercise their early redemption
rights and (B) elected not to exercise their early redemption rights and (iii) the number of
Noteholder Redemption and Consent Notices in terms of which Noteholders (A) voted in favour of
the proposed amendments and (B) voted against the proposed amendments by fax to Strate
Proprietary Limited (for the attention of 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 24 June
2016 then notify Strate Proprietary Limited of the total number of Noteholder Redemption and
Consent Notices received; and
3. it is requested that a copy of the signed Noteholder Redemption and Consent Notice be e-mailed
to Absa Corporate and Investment Bank, a division of Absa Bank Limited at
bonnie.brink@barclays.com.
Date: 02/06/2016 04:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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