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Notice regarding amendments to the Programme Memorandum
The Thekwini Fund 14 (RF) Limited
(“Thekwini 14”)
Dated: 31 January 2017
Stock Codes: TH14A1, TH14A2, TH14A3, TH14A4, TH14B1, TH14C1, TH14D1
ISIN Codes: ZAG000140435, ZAG000140443, ZAG000140450, ZAG000140468,
ZAG000140476, ZAG000140484, ZAG000140492
THE THEKWINI FUND 14 (RF) LIMITED ZAR4,000,000,000 ASSET BACKED NOTE
PROGRAMME: NOTICE TO THE CLASS A NOTEHOLDERS, THE CLASS B
NOTEHOLDERS, THE CLASS C NOTEHOLDERS AND THE CLASS D NOTEHOLDERS
REGARDING AMENDMENTS TO THE PROGRAMME MEMORANDUM
1. Capitalised words and phrases used in this notice will, unless
otherwise defined herein, bear the same meanings as words and
phrases defined in the programme memorandum of The Thekwini Fund
14 (RF) Limited (the "Issuer"), dated on or about 14 November
2016 ("Programme Memorandum"), as supplemented by the first
supplement to the Programme Memorandum, dated on or about 30
January 2017.
2. The Issuer delivers this notice to the Central Securities
Depository, the Participants and the JSE in accordance with
Condition 16.2 of the Conditions.
3. On or about the date of this notice, the Issuer and The Thekwini
Fund 14 Security SPV (RF) Proprietary Limited, among others, will
enter into or will have entered into an amendment agreement (the
"Amendment Agreement") in terms of which the parties to the
Amendment Agreement agree to amend the Programme Memorandum as
follows
3.1. by deleting and replacing certain of the wording in the
last sentence under the sub-paragraph entitled "Reserve Fund"
as contained under the section of the Programme Memorandum
headed "Summary of the Programme"; and
3.2. by deleting and replacing certain of the wording in clause
12.1.2 of the Programme Memorandum as contained under the
section of the Programme Memorandum headed "Credit Structure".
4. The amendments to the Programme Memorandum have been effected in
order to correct a manifest error in the Programme Memorandum.
Under the Programme, both the level of credit enhancement and the
Reserve Fund Required Amount must be consistently determined in
relation to the outcome it would have on the Rating of the Notes.
In the Conditions and particularly Conditions 2.1.2 and 2.15 of
the Programme Memorandum this position has been correctly set out
but has, due to a manifest error, not been carried through to the
sections of the Programme Memorandum which, amongst others, the
Issuer and the Security SPV have agreed to amend pursuant to the
terms of the Amendment Agreement.
5. For ease of reference, the amendments to the Programme Memorandum
are reflected hereunder by way of underlined text for insertions,
and strike-through text for deletions.
6. The sub-paragraph entitled "Reserve Fund" under the section
headed "Summary of the Programme" is amended as follows –
"The Reserve Fund provides credit enhancement for the Notes. On
each Interest Payment Date, to the extent that the monies standing
to the credit of the Transaction Account as of the immediately
preceding Determination Date are insufficient, amounts in the
Reserve Fund will be added to available funds and applied in
accordance with the Priority of Payments usually to pay interest
on the Notes (and the Reserve Fund is then replenished). On the
Final Redemption Date of all the Notes other than the Class A1
Notes (and all Class A Notes assigned a Designated Class A Ranking
equal with the Class A1 Notes) or following the delivery of an
Enforcement Notice, amounts in the Reserve Fund may be utilised
to pay principal on the Notes (and the Reserve Fund balance is
reduced to zero). The Reserve Fund Required Amount will, on each
Issue Date, be the amount specified in the Applicable Pricing
Supplement, which amount is required to ensure that each Class of
Notes issued on the relevant Issue Date is assigned a Rating (in
the event of Rated Notes) at least equal to the Rating assigned
to the equivalent ranking class of Notes as per the pre-sale report
published by the Rating Agency prior to the Initial Issue Date (in
the event of Rated Notes)."
7. The wording of clause 12.1.2 of the Programme Memorandum under
the section of the Programme Memorandum headed "Credit Structure"
is amended as follows –
"12.1 The following amounts shall be paid into the Reserve Fund
and credited to the Reserve Ledger -
12.1.1 on each Issue Date, an amount specified in the Applicable
Pricing Supplement;
12.1.2 on each Issue Date during the Tap Issue Period, the amount
set out in the Applicable Pricing Supplement which amount is
required to ensure that each Class of Notes issued on the relevant
Issue Date is assigned a Rating (in the event of Rated Notes) at
least equal to the Rating assigned to the equivalent ranking
Class of Notes (in the event of Rated Notes) as per the
pre-sale report published by the Rating Agency prior to the
Initial Issue Date; and
12.1.3 on any Interest Payment Date (which is not an Issue Date),
amounts paid from available funds pursuant to item 10 of the Pre-
Enforcement Priority of Payments up to the Reserve Fund Required
Amount."
8. The Issuer hereby, for information purposes only, notifies each
Noteholder, the Participants and the JSE of the amendments to the
Programme Memorandum, as set out in paragraphs 6 and 7 above.
Sponsor: The Standard Bank of South Africa Ltd
For further information on the Notes issued please contact:
Mike Brunke Standard Bank (Sponsor) (011) 721 8101
Email: mike.brunke@standardbank.co.za
Date: 31/01/2017 10:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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