Wrap Text
Notice Of Request for Written Consent Of The SA Secured Noteholders In Accordance With The Terms And Conditions
LETSHEGO HOLDINGS LIMITED
(Registration No. CO 98/442)
incorporated in the Republic of Botswana
(the Issuer)
JSE Bond Code: LHL03 ISIN: ZAG000101924
JSE Bond Code: LHL13 ISIN: ZAG000129719
JSE Bond Code: LHL17 ISIN: ZAG000132234
JSE Bond Code: LHL18 ISIN: ZAG000132242
JSE Bond Code: LHL19 ISIN: ZAG000132259
NOTICE OF REQUEST FOR WRITTEN CONSENT OF THE SA SECURED NOTEHOLDERS IN
ACCORDANCE WITH CONDITION 19.3 OF THE TERMS AND CONDITIONS
1. This notice of request for consent (this Consent Request) is
delivered by the Issuer to each holder of SA Secured Notes (the SA
Secured Noteholders) issued under the Issuer’s ZAR2,500,000,000 /
BWP2,500,000,000 Medium Term Note Programme (the Programme)
established pursuant to a programme memorandum dated 29 November
2012 (the Programme Memorandum) in accordance with Condition 18
(Notices) of the section headed “Terms and Conditions of the Notes”
in the Programme Memorandum (the Terms and Conditions) for purposes
of obtaining the SA Secured Noteholders’ written consent to various
amendments as required in terms of Condition 19 (Amendment of these
Conditions) of the Terms and Conditions.
2. Capitalised terms used herein which are not otherwise defined shall
bear the meaning ascribed thereto in the Terms and Conditions and/or
the Security Sharing Agreement.
3. Background
3.1. Letshego Financial Services (Namibia) Limited, previously Letshego
Financial Services (Namibia) Proprietary Limited (Letshego
Namibia), an Obligor under the Security Sharing Agreement, is in
the process of being converted into and being registered as a bank
under Namibian law and being issued with a banking licence (the
Banking Licence Transaction). As a condition to the issuance of
the banking licence, Letshego Namibia must transfer 60% (sixty
percent) of its book debts (the Transferred Book Debts) to
Letshego Micro Financial Services (Namibia) (Proprietary) Limited
(Letshego Micro Financial Services) all of the shares of which are
held by Letshego Holdings (Namibia) (Proprietary) Limited (the
Holdco), which new holding company is owned by Letshego Holdings
Limited (Letshego Holdings) (85%) and Kumwe Investments Holding
(Proprietary) Limited (Kumwe) (15%).
3.2. Letshego Namibia has provided a cession of its book debts in
favour of the Debt Guarantor and now wishes to be released from
its obligations as an Obligor under the Security Sharing Agreement
1
and any other Finance Document to which it is a party in
accordance with the provisions of Clause 11.2 (Release of Obligor)
of the Security Sharing Agreement.
3.3. Letshego Holdings is desirous for Letshego Micro Financial
Services to accede to the Security Sharing Agreement as an
“Additional Obligor” and for Letshego Micro Financial Services to
grant a cession over the Transferred Book Debts and any other book
debts it may own from time to time, in favour of the Debt
Guarantor in accordance with the provisions of Clause 11.1
(Additional Obligor) of the Security Sharing Agreement.
3.4. The following transactions will take place on the same day:
3.4.1. the release of Letshego Namibia from the Security Sharing
Agreement and any other Finance Document to which it is a party
(including the cession of book debts granted by Letshego Namibia
in favour of the Debt Guarantor), in accordance with Clause 11.2
(Release of Obligors) of the Security Sharing Agreement;
3.4.2. the transfer of the Transferred Book Debts by Letshego Namibia
to Letshego Micro Financial Services; and
3.4.3. the accession of Letshego Micro Financial Services to the
Security Sharing Agreement as “Additional Obligor” in accordance
with Clause 11.1 (Additional Obligor) of the Security Sharing
Agreement, the accession of Letshego Micro Financial Services to
the Counter Indemnity Agreement as “Indemnifier” and the
granting of a cession of book debts by Letshego Micro Financial
Services in favour of the Debt Guarantor over the Transferred
Book Debts and any other book debts that Letshego Micro
Financial Services may own from time to time.
3.5. The transactions described in paragraph 3.4 will be implemented in
accordance with the Security Sharing Agreement (specifically
Clause 11 (Changes to the Obligors) of the Security Sharing
Agreement).
3.6. In terms of the security arrangement, Letshego Holdings has
granted as first ranking security, a cession of its loan accounts
in and against Letshego Namibia in favour of the Debt Guarantor
pursuant to the cession in security agreement dated on or about 29
November 2012 (the Letshego Holdings Loan Account Cession).
3.7. Letshego Namibia is desirous of transferring the loan claims owing
by it to Letshego Holdings, to Letshego Micro Financial Services.
The loan claims are subject to the Letshego Holdings Loan Account
Cession and in order to effect the transfer of the loan claims to
Letshego Micro Financial Services, the loan claims will need to be
released from the Letshego Holdings Loan Account Cession. In this
regard, Letshego Holdings is desirous of entering into a release
2
and cancellation agreement with the Debt Guarantor, to give effect
to the release and cancellation of the Letshego Holdings Loan
Account Cession (the Release and Cancellation Agreement).
Immediately after the transfer of the loan claims by Letshego
Namibia to the Letshego Micro Financial Services and the
assumption of the liabilities under such loan claims by Letshego
Micro Financial Services, Letshego Holdings will grant a first
ranking cession of its loan claims against Letshego Micro
Financial Services in favour of the Debt Guarantor (the New
Letshego Holdings Loan Account Cession).
3.8. In terms of the Security Sharing Agreement, the consent of the
Finance Parties exercising 90% of the Voting Entitlements is
required for:
3.8.1. the release and cancellation of the Letshego Holdings Loan
Account Cession; and
3.8.2. the replacement of the Letshego Holdings Loan Account Cession
with the New Letshego Holdings Loan Account Cession.
4. Written Consent sought from SA Secured Noteholders
Accordingly, to give effect to the arrangements contemplated in
paragraph 3 (Background), the Issuer seeks the written consent of SA
Secured Noteholders in accordance with Condition 19.3 (Amendment of
these Conditions) of the Terms and Conditions in respect of:
4.1. Security Arrangements
4.1.1. the release and cancellation of the Letshego Holdings Loan
Account Cession; and
4.1.2. the replacement of the Letshego Holdings Loan Account Cession
with the New Letshego Holdings Loan Account Cession.
4.2. Amendment and Restatement of Applicable Pricing Supplements
the amendment and restatement of the terms and conditions of the
Applicable Pricing Supplement relating to the LHL03 Notes, the
Applicable Pricing Supplement relating to the LHL13 Notes, the
Applicable Pricing Supplement relating to the LHL17 Notes, the
Applicable Pricing Supplement relating to the LHL18 Notes and the
Applicable Pricing Supplement relating to the LHL19 Notes
(collectively, the Applicable Pricing Supplements) to:
4.2.1. delete the definition of Letshego Namibia from Condition 1
(Interpretation) of the Terms and Conditions; and
4.2.2. replace the definition of “Obligors” under Condition 1
(Interpretation) of the Terms and Conditions with the following
definition:
3
“Obligors in respect of SA Secured Notes and BW Secured Notes:
(a) the Issuer;
(b) Letshego Botswana; and
(c) any person who becomes an “Additional Obligor” (as
defined in the Security Sharing Agreement),
other than any person which has resigned as an Obligor in
accordance with Clause 11.2 (Changes to the Obligors –
Release of Obligor) of the Security Sharing Agreement;”
5. A copy of each Applicable Pricing Supplement, marked-up to reflect
the proposed changes, is available on request from the Debt Sponsor.
Requests should be sent to Kea Sape at Kea.Sape@standardbank.co.za
and by telephone at +27 11 344 5674.
6. Each SA Secured Noteholder must provide their consent in the form
annexed hereto as Schedule 1 (the Consent Notice) by (i) delivering
same to the registered office of the relevant CSD Participant that
provided the said SA Secured Noteholder with the Consent Request and
(ii) providing a copy thereof to mandy.collis@tmf-group.com and
Sally.Clifton@tmf-group.com, in each case by no later than 16h00 on
24 June 2016. 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 proposals outlined herein.
Debt sponsor in South Africa
The Standard Bank of South Africa Limited, acting through its Corporate
and Investment Banking division
4
SCHEDULE 1
CONSENT NOTICE
For completion by SA Secured Noteholders in terms of Condition 19.3 of
the Terms and Conditions.
WRITTEN CONSENT NOTICE
Dated: [24] June 2016
1. We refer to the notice of request for written consent of the SA
Secured Noteholders dated 7 June 2016 provided in accordance with
Condition 19 (Amendment of these Conditions) as read with Condition
18 (Notices) of the Terms and Conditions (the Consent Request).
2. 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 SA Secured Notes issued by the Issuer under
the Programme hereby confirm:
3. [I/We currently hold:
3.1. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL03];
3.2. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL13];
3.3. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL17];
3.4. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL18];
3.5. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL19];
4. I/ We hereby [consent] / [do not consent] in terms of Condition 19.3
(Amendment of these Conditions) to the proposals detailed in
paragraph 4.1 (Security Arrangements) and to the amendments to the
Terms and Conditions as detailed in paragraph 4.2 (Amendment and
Restatement of Applicable Pricing Supplements) of the Consent
Request.
5
SIGNED at _________________ on this the _________ day of June 2016
For and on behalf of
[INSERT NAME OF SA SECURED NOTEHOLDERS]
_________________________________ _________________________________
Name: Name:
Capacity: Authorised signatory Capacity: Authorised signatory
Who warrants his/her authority hereto Who warrants his/her authority hereto
6
IMPORTANT NOTES
The signed Consent Notice must be lodged with the relevant CSD
Participant of each SA Secured Noteholder (i.e. the CSD Participant that
provided said SA Secured Noteholder with the Consent Notice), as follows:
1. in respect of the relevant CSD Participant, either the original
signed Consent Notice must be lodged at the registered office of
such CSD Participant or a copy of the signed 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 Consent Notice, the relevant CSD
Participant must then notify Strate Proprietary Limited of (i) the
total number of Consent Notices received and (ii) the number of
Consent Notices in terms of which SA Secured Noteholders (A) voted
in favour of the proposals and amendments and (B) voted against the
proposals and 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 17h00 on 24 June 2016; and
3. it is requested that a copy of the signed Consent Notice be e-mailed
to mandy.collis@tmf-group.com and Sally.Clifton@tmf-group.com.
7
Date: 08/06/2016 09:50:00 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.
Sharenet Sites 
