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BNP PARIBAS ARBITRAGE ISSUANCE B.V. - Notice of Request for Written Consent - ZA065, BNPEUR, BNPASI, BNPWOR, BNPUSA

Release Date: 10/04/2017 10:30
Code(s): ZA065 BNPASI BNPEUR BNPUSA BNPWOR     PDF:  
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Notice of Request for Written Consent - ZA065, BNPEUR, BNPASI, BNPWOR, BNPUSA

BNP Paribas Arbitrage Issuance B.V.
(Incorporated in the Netherlands)

JSE         ZA065           BNPEUR          BNPASI         BNPWOR         BNPUSA
Stock
Code:
ISIN        ZAE000186722    ZAE000188678    ZAE000188348   ZAE000188355   ZAE000188330
Series      CE1035SAD       CE1042BRD       CE1047BRD      CE1048BRD      CE1046BRD


NOTICE OF REQUEST FOR WRITTEN CONSENT FROM THE HOLDERS OF
BNP PARIBAS ARBITRAGE ISSUANCE B.V.’s INDEX SECURITIES DUE 10
DECEMBER 2018 AND FUND SECURITIES DUE 4 MARCH 2019


1.       This notice of request for consent (this “Consent Request”) is delivered
         by BNP Paribas Arbitrage Issuance B.V. (the “Issuer”) to the holders of
         the Certificates (the “Holder”) issued under the Issuer’s Note, Warrant
         and Certificate Programme pursuant to a base prospectus dated 3 June
         2013, as supplemented from time to time (the “Base Prospectus”) read
         together with the JSE Placement Document dated 21 November 2013,
         as amended and/or supplemented from time to time (the “JSE
         Placement Document”), in accordance with Condition 7 (Notices) of the
         section headed “Additional Terms and Conditions” in the JSE Placement
         Document (the “Additional Terms and Conditions”) for purposes of
         obtaining the Holders’ written consent to amend and restate the Pricing
         Supplements of the Certificates issued under Stock Code ZA065 dated
         5 December 2013 relating to the ZAR 3,000,000,000 Index Securities,
         Series CE1035SAD, the Certificates issued under Stock Code BNPEUR
         dated 18 February 2014 relating to the ZAR 5,000,000,000 Fund
         Securities due 4 March 2019, Series CE1042BRD, the Certificates
         issued under Stock Code BNPUSA dated 18 February 2014 relating to
         the ZAR 5,000,000,000 Fund Securities due 4 March 2019, Series
         CE1046BRD, the Certificates issued under Stock Code BNPASI dated
         18 February 2014 relating to ZAR 5,000,000,000 Fund Securities due 4
         March 2019, Series CE1047BRD and Certificates issued under Stock
         Code BNPWOR dated 18 February 2014 relating to the ZAR
         5,000,000,000 Fund Securities due 4 March 2019, Series CE1048BRD
         (collectively the “Certificates”).

2.       Capitalised terms used herein which are not otherwise defined shall
         bear the meaning ascribed thereto in the Additional Terms and
         Conditions read together with the Pricing Supplements relating to the
         Certificates.
3.   The Issuer seeks the Holders’ consent in accordance with Condition 6.2
     (Amendment of these Additional Terms and Conditions) of the
     Additional Terms and Conditions to:

     3.1   waive the requirement that the Holders be given at least 21
           (twenty one) calendar days notice in terms of Condition 6.1.6
           (Notice) of the Additional Terms and Conditions before the Issuer
           can request that the Holder provide its consent to the proposal
           set out below; and

     3.2   amend and restate the Pricing Supplements relating to the
           Certificates, by

       3.2.1 in respect of all of the Certificates, revising the “Number of
             Securities” specified under the section entitled “Specific
             Provisions For Each Series” to the “Number of Securities
             outstanding as at 26 April 2017”, and in respect of Series
             CE1035SAD replacing “3,000,000,000” with “1,000,000”
             CE1042BRD replacing “5,000,000,000” with “100,000,000”
             CE1046BRD replacing “5,000,000,000” with “100,000,000”
             CE1047BRD replacing “5,000,000,000” with “100,000,000”
             CE1048BRD replacing “5,000,000,000” with “350,000,000”;

       3.2.2 in relation to the Fund Securities, replacing the reference to “4
             March 2019” under the current definition of “Redemption Date”
             under the section headed “Specific Provisions for each
             Series” and in relation to the Index Securities, replacing the
             reference to “10 December 2018” under the current definition
             of “Redemption Date” under the section headed “Specific
             Provisions for each Series”, with reference to the amended
             redemption date, being “2 June 2017”;

       3.2.3 by inserting “Not applicable” under “Last Day to Register” and
             “Books Closed Period” under items (8) and (9) of the section
             headed “General Provisions” and deleting the existing
             definitions specified for each of these terms;

       3.2.4 by inserting the definitions “Record Date: 26 May 2017”,
             “Last Day to Trade: 23 May 2017”, “Ex-Date: 24 May 2017”,
             “Finalisation Date: 16 May 2017” and “Declaration Date: 9
             May 2017” as new items (10) to (14) under the section headed
             “General Provisions”;
          3.2.5 by replacing reference to “18 February 2019” in the definition
                of “Final Calculation Date” in item 32(b) of the Fund Securities,
                and replacing reference to “26 November 2018” in the
                definition of “Redemption Valuation Date” in item 44 (y) of the
                Index Securities, with reference to the amended final
                calculation date, being “12 May 2017”.”

     4. The Holders are requested to provide their consent by completing the
        Consent Notice (available on request from the South African Transfer
        Agent) and delivering the same to the registered office of the relevant
        CSD Participant that provided said Holder with the Consent Request
        and providing a copy thereof to the Issuer at the following email
        addresses              compliance@za.bnpparibas.com                 and
        cib.legal.sig@bnpparibas.com by no later than 17h00 on 25 April 2017
        in accordance with the terms and conditions of the Consent Notice. 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 proposed amendment.

5.     The Holders are also requested to note the substitution of the THEAM
       Quant Equity Europe GURU fund with the THEAM QUANT Equity
       Europe Guru I EUR Cap Fund as a consequence of the occurrence of an
       Extraordinary Fund Event, in item 32(a) and the consequential changes
       to item 32(b) and Annex 1 of the Pricing Supplement in respect of
       Series CE1042BRD, as notified to the market via SENS on 4 February
       2016. Holders are also requested to note the substitution of the
       THEAM Quant GURU Asia fund with the THEAM Equity Asia GURU
       Fund as a consequence of the occurrence of an Extraordinary Fund
       Event, in item 32(a) and the consequential changes to item 32(b) and
       Annex 1 of the Pricing Supplement in respect of Series CE1047BRD, as
       notified to the market via SENS on 28 December 2015. Similarly
       Holders are requested to note the substitution of the THEAM Quant
       Equity US GURU with the THEAM Quant Equity US GURU Sicav I
       Shares – ACC as a consequence of the occurrence of an Extraordinary
       Fund Event, in item 32(a) and the consequential changes to item 32(b)
       and Annex 1 of the Pricing Supplement in respect of Series
       CE1046BRD, as notified to the market via SENS on 5 April 2017.

6.     The changes marked-up against the Pricing Supplements and the
       Consent Notice are available on request from the South African
       Transfer Agent. Requests for copies of these documents should be sent
       to Charmaine Jacobs at Computershare Investor Services Proprietary
       limited, Charmaine.Jacobs@computershare.co.za and by telephone at
       +27 011 370 5000.
7.   This Consent Request is being delivered to the JSE Limited in
     accordance with Condition 6.2 (Amendment of these Additional Terms
     and Conditions) of the Additional Terms and Conditions as read with
     Condition 7 (Notices) of the Additional Terms and Conditions.

8.   This Consent Request shall be governed and construed in accordance
     with the laws of England and nothing in this notice shall be construed
     as a waiver of any rights we may have with respect to the Certificates.

9.   For further information on the Certificates issued please contact:

     Michael Schneider       BNP            Tel:(+33)140 1496 15

Johannesburg
10 April 2017
Debt Sponsor
The Standard Bank of South Africa Limited

Date: 10/04/2017 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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