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Cumulative, Redeemable "A" Preference Share - Confirmation of Consent TDHP
TRADEHOLD LIMITED
(Registration number: 1970/009054/06)
("Tradehold" or “the Company”)
Incorporated in the Republic of South Africa
Share code: TDHP
ISIN: ZAE000201166
CUMULATIVE, REDEEMABLE “A” PREFERENCE SHARE – CONFIRMATION OF CONSENT
Shareholders of the Cumulative, Redeemable “A” Preference shares
issued by the Company are referred to the rights and privileges as set
out in clause 9.3 of the Company’s Memorandum of Incorporation of
Tradehold (the “Preference Share Terms”).
Tradegro S.À.R.L (Registration No. B149.807) (“Tradegro”), a
subsidiary of the Company, wishes to enter into a written agreement to
secure a £40,000,000 (forty million pounds) bridge facility agreement
(“the Facility Agreement”) with FirstRand Bank Limited (acting through
its Rand Merchant Bank division) (in this capacity, “the Lender”). In
terms of the Facility Agreement, the Lender agrees to make available
to Tradegro a sterling bridge loan facility in an aggregate amount of
£40,000,000 (forty million pounds) on certain terms and conditions as
set out in such an agreement (“the Transaction”).
Tradegro requires the bridge facility funding for general corporate
purposes, including for purposes of making acquisitions and equity
contributions.
In terms of Clause 9.3.11.17 of the Preference Share Terms, Tradehold
(and Tradehold shall be required to procure that its subsidiaries)
shall not incur any Financial Indebtedness other than Permitted
Indebtedness. Clause 9.3.1.1.113.9 states that any Financial
Indebtedness which Tradehold or its subsidiaries incur with prior
written approval of the Preference Share Agent is Permitted
Indebtedness.
Tradehold has accordingly obtained the prior written consent of the
Preference Share Agent as contemplated in Clause 9.3.1.1.113.9 for
Tradegro to enter into the Facility Agreement and to incur the
additional Financial Indebtedness pursuant to the Transaction.
Such consent has been obtained solely in order to consent to the
Transaction and is not and will not be taken to be a waiver of any
rights which the any party may have under the Preference Share Terms.
1 July 2016
Cape Town
Joint Debt Sponsor
Nodus Capital Proprietary Limited
Mettle Specialised Finance Proprietary Limited
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