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THE THEKWINI FUND 9 (RF) LIMITED - NOTICE OF NOTEHOLDER MEETING
THE THEKWINI FUND 9 (RF) LIMITED
(Registration Number 2011/001385/06)
(the "Issuer")
NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER
THE ISSUER'S ZAR4,000,000,000 ASSET BACKED NOTE PROGRAMME IN TERMS
OF THE PROGRAMME MEMORANDUM DATED 12 JULY 2011
A. NOTICE AND PURPOSE
In accordance with Conditions 16 and 21 of the Conditions of the Notes, The Thekwini
Fund 9 Security SPV (RF) Proprietary Limited (the "Security SPV"), on behalf of the
Issuer hereby gives notice that a meeting ("Meeting") of the holders of all the Notes
("Noteholders") issued by the Issuer under the Issuer’s asset backed note programme
("Programme") pursuant to which the Issuer may from time to time issue notes
("Notes") in terms of a programme memorandum dated 12 July 2011 ("Programme Memorandum"),
will be held on 6 July 2016 at 09h00, at the offices of Maitland Group
South Africa Limited, 18 Fricker Road, Illovo for the purposes of considering, and, if
deemed fit, passing, with or without modification, the Special Resolution set out under D
below (on the same or similar terms as set out) for the amendment of the Conditions of
the Notes.
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,
the Participants and the JSE for communication by them to the holders of Beneficial
Interests in the Notes in uncertificated form in accordance with Condition 16.2 of the
Conditions of the Notes.
B. BACKGROUND
1 The Issuer implemented and executed an asset backed securities programme
pursuant to the Programme Memorandum.
2 The terms and conditions of the Notes do not afford the Issuer the option to redeem
Notes under the Programme pursuant to the issue of refinancing notes. The Issuer
wishes to include an additional Condition 7.3.3 in the Conditions to provide that the
Issuer may at any time during the refinancing period, subject to SAHL's prior
written consent, and upon giving notice to the holders of the Notes issue
refinancing notes and/or dispose of home loans in order to redeem all of the
refinanced notes.
3 Following on the inclusion of the additional Condition 7.3.3, the Issuer wishes to
include additional defined terms in the Conditions in order to include a definition for
each of –
3.1 refinancing notice;
3.2 refinancing period;
3.3 refinanced notes; and
3.4 refinancing notes.
4 Following on the amendment of the Conditions to include a further Condition 7.3.3,
the Issuer wishes to amend the applicable pricing supplements currently in issue in
relation to each of the Class A Notes, the Class B Notes, the Class C Notes and the
Class D Notes (collectively, the "Applicable Pricing Supplements") in order to
include a reference to a refinancing period in each of the Applicable Pricing
Supplements.
The wording of the proposed Condition 7.3.3 is set out in this resolution below.
5 In accordance with the provisions of Condition 21.4.1, unless the holders of least
90% of the aggregate Principal Amount Outstanding of the Notes agree in writing to
a shorter period, at least 21 days written notice specifying the place, day and time
of the meeting and the nature of the business for which the meeting is to be held is
to be given by the Security SPV to each Noteholder and to the Issuer. In light of the
Coupon Step-Up Date of each of the Class A Notes, the Class B Notes, the Class C
Notes and the Class D Notes (collectively the "Notes") of 18 July 2016, and in
order to give effect to the proposed amendment to the terms and conditions of the
Notes as contemplated in 2 and 3 above together with the proposed amendment to
the Applicable Pricing Supplements as contemplated in 4 above, the Security SPV
requests that the Noteholders waive the 21 days' notice period of the Meeting, as is
required to be provided under Condition 21.4.1, and further requests that the
Noteholders agree to a shorter notice period of 10 days' prior notice 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 a representative of the Security SPV.
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. Accordingly, every Noteholder who is present in
person and produces proof acceptable to the Issuer that he/she is the Noteholder or is a
proxy, shall have one vote for each ZAR1,000,000 of the Principal Amount Outstanding
of the Notes which he/she holds or which the person for whom he/she acts as proxy,
holds. The joint holders of Notes shall have only one vote on a poll for each
ZAR1,000,000 of the Principal Amount Outstanding of the Notes of which they are the
registered holder and such vote may only be exercised by that holder present whose
name appears first on the register of holders of Notes in the event that more than one of
such joint holders is present in person or by proxy at the Meeting. The Noteholder in
respect of Notes held in the Central Securities Depository in uncertificated form shall
vote on behalf of the holders of Beneficial Interest in such Notes on any resolution
proposed to be passed at the Meeting in accordance with the instructions to the Central
Securities Depository or its nominee from the holders of Beneficial Interests conveyed
through the Participants and in accordance with the Applicable Procedures.
D. RESOLUTION
SPECIAL RESOLUTION 1: WAIVER OF 21 DAYS NOTICE PERIOD OF THE
MEETING OF NOTEHOLDERS
Subject to the passing of the resolution, upon a poll, by a majority consisting of not less
than 90% of the aggregate Principal Amount Outstanding of the Notes cast at such poll
by the Noteholders of all of the Notes, present in person or by proxy, the Noteholders of
the Notes hereby waive, to and in favour of the Security SPV and the Issuer, the 21 day
written notice period to be provided by the Security SPV to each Noteholder and to the
Issuer pursuant to the provisions of Condition 21.4.1 and agree, to the replacement of
such 21 day notice period with a shorter notice period of 10 days written notice being
provided by the Security SPV to each Noteholder and to the Issuer in conformance with
the requirement of Conditions 21.4.1.
The percentage of voting rights required for the above Special Resolution to be adopted
by way of a poll shall be a majority consisting of not less than 90% of the aggregate
Principal Amount Outstanding of the Notes given on such poll by the Noteholders present
in person or by proxy.
SPECIAL RESOLUTION 2: PROVISION FOR REFINANCING OPTION
Subject to the passing of the resolution, upon a poll, by a majority consisting of not less
than three-fourths of the votes cast at such poll by the Noteholders of all of the Notes,
present in person or by proxy, the Issuer be and is hereby authorised to include an
additional Condition 7.3.3 in the Conditions of the Notes, which Condition 7.3.3 shall
read as follows -
"The Issuer will, subject to SAHL's prior written consent (but without
requiring the consent of the Noteholders), be entitled, upon giving the
Refinancing Notice to the Noteholders at any time during the Refinancing
Period, redeem all, but not some only, of the Refinanced Notes out of the
proceeds of issuing Refinancing Notes and/or the disposal of Home Loans,
as the case may be, provided that a Refinancing Notice may not be given
less than five days prior to the proposed date on which the Refinanced
Notes will be redeemed ("Refinance Date") unless all of the holders of
the Refinanced Notes consent thereto in writing. The Issuer will be
entitled to withdraw its Refinancing Notice at any time prior to the issue
of the Refinancing Notes and, following such withdrawal, will not be
entitled to issue any further Tranche of Notes for the purpose mentioned
in this Condition 7.3.3 with respect to such Refinanced Notes and will not
be obliged to redeem the Refinanced Notes on the Refinance Date, unless
a new Refinancing Notice is issued no later than two days prior to the
proposed Refinance Date, provided that such proposed new Refinance
Date falls on a Business Day during the Refinancing Period or as
otherwise expressly provided for in the Conditions. Notwithstanding the
Priority of Payments, the proceeds of the issue of any Refinancing Notes
will, subject to investment in Permitted Investments and as otherwise
maybe expressly permitted in the Applicable Pricing Supplement, only be
used to redeem the Refinanced Notes and to acquire Additional Home
Loans; and no Noteholder (other than Noteholders of the Refinanced
Notes) or any other creditor of the Issuer will have any claim to such
proceeds. The proceeds of the issue of any Refinancing Notes may,
pending application in accordance with the aforesaid, only be invested by
the Issuer in Permitted Investments, being in all cases Permitted
Investments having maturity date(s) at least two Business Days prior to
the Refinance Date."
SPECIAL RESOLUTION 3: PROVISION FOR ADDITIONAL DEFINED EXPRESSIONS
Subject to the passing of Special Resolution 2, upon a poll, by a majority consisting of
not less than three-fourths of the votes cast at such poll by the Noteholders of all of the
Notes, present in person or by proxy, the Issuer be and is hereby authorised to include
the following defined expressions in Condition 1 of the Conditions, which defined
expressions shall read as follows –
""Refinancing Period" the period during which the Issuer is entitled to
exercise the Refinancing Option, as set out in the Applicable Pricing
Supplement;
"Refinancing Notes" the Notes issued by the Issuer pursuant to an exercise
by the Issuer of the Refinancing Option;
"Refinanced Notes" the Notes which are to be redeemed out of the proceeds
of the issuing of Refinancing Notes and/or the disposal of Home Loans, as the
case may be, as set out in Condition 7.3.3;
"Refinancing Option" the option of the Issuer to issue Refinancing Notes
during a Refinancing Period, in order to redeem Refinanced Notes on the
Coupon Step-Up Date, in accordance with Condition 7.3.3;"
SPECIAL RESOLUTION 4: PROVISION FOR REFINANCING PERIOD IN
APPLICABLE PRICING SUPPLEMENTS
Subject to the passing of Special Resolutions 2 and 3, upon a poll, by a majority
consisting of not less than three-fourths of the votes cast at such poll by the Noteholders
of all of the Notes, present in person or by proxy, the Issuer be and is hereby authorised
to amend each of the Applicable Pricing Supplements by the inclusion of a new item 13A
to read as follows –
"13A Refinancing Period 27 June 2016 to 27 August 2016"
The percentage of voting rights required for the above Special Resolutions 2, 3 and 4 to
be adopted by way of a poll shall be a majority consisting of not less than three-fourths
of the votes given on such poll by Noteholders present in person or by proxy.
Effective Date
The Special Resolution shall be effective from the date of its passing.
ANNEXURE A
FORM OF PROXY
THE THEKWINI FUND 9 (RF) LIMITED
(Registration Number 2011/001385/06)
(the "Issuer")
MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER THE
ZAR4,000,000,000 ASSET BACKED NOTE PROGRAMME OF THE ISSUER
For use by the holders of the Notes, at a meeting of all the holders of the Notes issued
by the Issuer under its asset backed note programme, to be held on 6 July 2016, at
09h00 at the offices of Maitland Group South Africa Limited, 18 Fricker Road, Illovo.
We, …………………………., in our capacity as the duly authorised representative of the
holders of the Notes, as set out in the schedule below, and representing, in aggregate,
the holders of –
ZAR …………………….. Class A2 Notes;
ZAR …………………….. Class A3 Notes;
ZAR …………………….. Class A6 Notes;
ZAR …………………….. Class A7 Notes;
ZAR …………………….. Class A9 Notes;
ZAR …………………….. Class A10 Notes;
ZAR …………………….. Class B1 Notes;
ZAR …………………….. Class B2 Notes;
ZAR …………………….. Class B3 Notes;
ZAR …………………….. Class C1 Notes;
ZAR …………………….. Class C2 Notes;
ZAR …………………….. Class C3 Notes;
ZAR …………………….. Class D1 Notes; or
ZAR …………………….. Class D2 Notes; or
ZAR …………………….. Class D3 Notes; appoint:
1. ………….……………………………………………………………………………………………….. or failing him,
2. the chairman of the meeting,
as our proxy to act for us and on our behalf at the meeting which will be held for the
purpose of considering, and if deemed fit, passing, with or without modification, the
resolutions to be proposed thereat and at any adjournment thereof; and to vote for
and/or against the resolutions and/or abstain from voting in respect of the Notes
registered in the names of the holders of the Notes on whose behalf we are acting as
their duly authorised representatives,
such Notes bearing the Stock Codes as recorded in the schedule below,
in accordance with the following instructions:
Number of Votes
For Against Abstain
Special Resolution 1 - Waiver of 21 days' notice period
of the Meeting of Noteholders
Special Resolution 2 - Provision for Refinancing Option
Special Resolution 3 - Provision for additional defined
expressions
Special Resolution 4 - Provision for Refinancing Period
in Applicable Pricing Supplements
Signed at on 2016
__________________________
Name:
duly authorised thereto
Beneficial holder Class of Value of Percentage
Notes Notes
Date: 15/06/2016 04:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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