To view the PDF file, sign up for a MySharenet subscription.

EQSTRA CORPORATION LIMITED - Notice of a meeting of the holders of all the outstanding notes issued by Eqstra Corporation Limited

Release Date: 30/06/2016 15:15
Code(s): EQS07 EQS08A EQS06 EQS05 EQS09     PDF:  
Wrap Text
Notice of a meeting of the holders of all the outstanding notes issued by Eqstra Corporation Limited

Eqstra Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1984/007045/06
Company code: BIEQS
(the “Issuer”)


NOTICE OF A MEETING OF THE HOLDERS OF ALL THE OUTSTANDING NOTES ISSUED
BY EQSTRA CORPORATION LIMITED UNDER ITS R8,000,000,000 DOMESTIC MEDIUM
TERM NOTE PROGRAMME


1.    Pursuant to Condition 20 of the Terms and Conditions of the Notes, the Issuer hereby
      gives notice that a meeting of the holders of all the outstanding Notes issued by the Issuer
      under its R8,000,000,000 domestic medium term note programme (the "Noteholders"),
      will be held on 22 July 2016 at 10h00 at the offices of Eqstra Corporation Limited, 61
      Maple Road, Pomona, Kempton Park, 1619 (the "Noteholders Meeting") at which the
      Special Resolution set out below will be considered and, if deemed fit, passed with or
      without modification.

2.    Unless otherwise defined, words and expressions used in this notice will bear the same
      meanings as in the programme memorandum of the Issuer dated 16 March 2012 (the
      "Programme Memorandum"), read with the Applicable Pricing Supplements for the
      Notes.


WHEREAS

3.    In terms of Condition 20.5.1 of the Terms and Conditions of the Notes, written notice of a
      meeting of the Noteholders is to be given to the Noteholders at least 21 days prior to the
      meeting unless the Noteholders holding at least 90% of the aggregate Outstanding
      Principal Amount of the Notes agree in writing to a shorter notice period. The meeting
      convened in terms of this notice has been convened with the required notice of at least 21
      days.

AND FURTHER WHEREAS

4.    On 30 June 2016, Eqstra Holdings Limited (Registration Number 1998/011672/06)
      (“Eqstra Holdings”) announced (the “Announcement”) a proposed transaction with enX
      Group Limited (Registration Number 2001/029771/06) (“enX Group”) that includes:

4.1        the exchange of the ordinary shares held by Eqstra Holdings in the issued share
           capital of each of its Subsidiaries comprising the Industrial Equipment Business and
           Fleet Management & Logistics Business (including the Issuer, but excluding Mutual
           Construction Company (Transvaal) Proprietary Limited and MCC Contracts
           Proprietary Limited) for new ordinary shares in Blue Falcon 263 Trading Proprietary
           Limited (to be renamed Eqstra Investments Proprietary Limited)                (“Eqstra
           Investments”), a wholly owned subsidiary of Eqstra Holdings (the “Internal
           Restructuring”); and

4.2        following the completion of the Internal Restructuring, the disposal of the entire
           issued ordinary share capital of Eqstra Investments to enX Group, in terms of an
           asset for share transaction under section 42 of the Income Tax Act No 58 of 1962, as
           amended (the “Disposal Transaction”),

      (the “Proposed Transaction”), and will post a circular to all holders of its ordinary shares
      for purposes of implementing the Proposed Transaction and containing relevant
      information pertaining to the Proposed Transaction.

5.    With effect from the date and time on which the Disposal Transaction is implemented as
      contemplated in the Announcement, it is proposed that the terms of the Programme
      Memorandum, the Terms and Conditions of all the outstanding Notes issued by the Issuer,
      the Parent Guarantee and the Subsidiary Guarantee be amended as follows:

5.1        by the replacement of “Eqstra Holdings” with Eqstra Investments as the Parent
           Guarantor; and

5.2        the deletion of “Mutual Construction Company (Transvaal) (Pty) Ltd” and “MCC
           Contracts (Pty) Ltd” as Subsidiary Guarantors; and

5.3        certain other consequential amendments,

      (“Proposed Amendments”), in accordance with the draft supplement to the Programme
      Memorandum attached to this notice of meeting as Appendix “B”.

6.    The Issuer therefore requests the Noteholders to approve the Special Resolution set out
      below.

7.    Proxies (for use by holders of Notes held in certificated form)

7.1        In terms of Condition 20.11 a Noteholder entitled to attend and vote at a meeting of
           the Noteholders is entitled to appoint a proxy to act on his behalf in connection with
           such meeting.

7.2        A person appointed to act as proxy need not be a Noteholder.
7.3       A form of proxy ("proxy form") attached as Appendix "A" is enclosed for those of the
          Noteholders who wish to be represented by proxy at the meeting.

7.4       Please note that the proxy form should be deposited at the Specified Office of the
          Issuer or at the Specified Office of the Transfer Agent, as the case may be, and a
          copy sent to the Debt Sponsor, not less than 24 hours before the time appointed for
          holding the meeting or adjourned meeting of the Noteholders specified above.

7.5       For the avoidance of doubt, please note that all voting rights to be exercised in
          respect of Notes held in uncertificated form, may be exercised only by Strate
          Proprietary Limited for the holders of Beneficial Interests in such Notes, in
          accordance with the Applicable Procedures. If the Central Securities Depository
          Participant ("CSDP") of a holder of Beneficial Interests does not contact such holder,
          then such holder is advised to contact such holder's CSDP and provide such CSDP
          with the holder's voting instructions.

IT IS RESOLVED THAT:

1.   SPECIAL RESOLUTION 1 - AMENDMENTS TO THE TERMS OF THE PROGRAMME
     MEMORANDUM, THE TERMS AND CONDITIONS OF ALL THE OUTSTANDING NOTES
     ISSUED BY THE ISSUER, THE PARENT GUARANTEE AND THE SUBSIDIARY
     GUARANTEE

       IT IS RESOLVED THAT:

1.    With effect from the date and time on which the Disposal Transaction is implemented as
      contemplated in the Announcement, the terms of the Programme Memorandum, the
      Terms and Conditions of all the outstanding Notes issued by the Issuer, the Parent
      Guarantee and the Subsidiary Guarantee be amended as follows:

1.1       by the replacement of “Eqstra Holdings” with Eqstra Investments as the Parent
          Guarantor; and

1.2       the deletion of “Mutual Construction Company (Transvaal) (Pty) Ltd” and “MCC
          Contracts (Pty) Ltd” as Subsidiary Guarantors; and

1.3       certain other consequential amendments,

      (“Proposed Amendments”), in accordance with the draft supplement to the Programme
      Memorandum attached to this notice of meeting as Appendix “B”.


BY ORDER OF THE BOARD OF THE ISSUER


Appendix "A"

EQSTRA CORPORATION LIMITED
Registration Number 1984/007045/06
(the "Issuer")


                                       FORM OF PROXY

For use by the holders of all the outstanding Notes issued by the Issuer under its
R8,000,000,000 domestic medium term note programme (the "Noteholders"), at a meeting of
the Noteholders to be held on 22 July 2016 at 10h00 at the offices of Eqstra Corporation
Limited, 61 Maple Road, Pomona, Kempton Park, 1619 (the "Noteholders Meeting").

Capitalised words and phrases used in this form will, unless otherwise defined, bear the same
meanings as in the programme memorandum of the Issuer dated 16 March 2012, read with the
Applicable Pricing Supplements for the Notes (the "Programme Memorandum").

I/We ………………………………………………………………… being the holder(s) of Notes in an
Outstanding Principal Amount of ZAR …………………….., appoint the chairman of the meeting,
as my/our proxy to act for me/us and on my/our behalf at the Noteholders 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 …………………….. [all/insert
number] Notes registered in my/our names(s), in accordance with the following instructions:




                                                               Number of Votes

                                                           For Against Abstain

SPECIAL RESOLUTION 1 - AMENDMENTS TO THE
TERMS OF THE PROGRAMME MEMORANDUM, THE
TERMS AND CONDITIONS OF ALL THE OUTSTANDING
NOTES ISSUED BY THE ISSUER, THE PARENT
GUARANTEE AND THE SUBSIDIARY GUARANTEE


Appendix "B"

FIRST SUPPLEMENT TO THE PROGRAMME MEMORANDUM OF EQSTRA
CORPORATION LIMITED DATED 16 MARCH 2012


30 June 2016

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 30/06/2016 03:15:00 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.

Share This Story