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Notice of Request for Written Consent
LETSHEGO HOLDINGS LIMITED
(Registration No. CO 98/442)
incorporated in the Republic of Botswana
(the Issuer)
13 April 2017
JSE Bond Code: LHL17 ISIN: ZAG000132234
JSE Bond Code: LHL18 ISIN: ZAG000132242
JSE Bond Code: LHL19 ISIN: ZAG000132259
JSE Bond Code: LHL22 ISIN: ZAG000139353
JSE Bond Code: LHL26 ISIN: ZAG000141268
NOTICE OF REQUEST FOR WRITTEN CONSENT OF THE SA SECURED NOTEHOLDERS IN
ACCORDANCE WITH CONDITION 19.3 OF THE TERMS AND CONDITIONS
1. This notice of request for consent (this Consent Request) is
delivered by the Issuer to each holder of SA Secured Notes (the SA
Secured Noteholders) issued under the Issuer’s ZAR2,500,000,000 /
BWP2,500,000,000 Medium Term Note Programme (the Programme)
established pursuant to a programme memorandum dated 29 November
2012 (the Programme Memorandum) in accordance with Condition 18
(Notices) of the section headed “Terms and Conditions of the Notes”
in the Programme Memorandum (the Terms and Conditions) for purposes
of obtaining the SA Secured Noteholders’ written consent in terms of
Condition 19 (Amendment of these Conditions) of the Terms and
Conditions.
2. Capitalised terms used herein which are not otherwise defined shall
bear the meaning ascribed thereto in the Terms and Conditions.
3. Background
3.1 Letshego Holdings Limited (Letshego), an Issuer and an Obligor
under the Security Sharing Agreement, is in the process of
transferring all of its shareholding in the various subsidiary
companies operating in a number of jurisdictions in Sub-Saharan
Africa (the Subsidiaries) to a company incorporated in accordance
with the company laws of the Republic of Mauritius, Letshego
Mauritius Limited (Letshego Mauritius). The transfer of the shares
in the Subsidiaries from Letshego to Letshego Mauritius will occur
in staggered phases until all the Subsidiaries are held directly
by Letshego Mauritius. The transfer is likely to occur within a
period of three years (the Reorganisation).
3.2 The Reorganisation will not impact the existing ultimate
beneficial interest of Letshego in the Subsidiaries, as Letshego
will remain the sole shareholder of Letshego Mauritius. There may
be instances where in certain jurisdictions the transfer may not
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be possible due to regulatory and/or statutory requirements. The
rationale for the Reorganisation is largely commercial on the main
focus being the taxation benefits of lower withholding taxes on
dividends flows within the Letshego group of companies.
3.3 In terms of Condition 16.2.5 (Event of Default – Senior Secured
Notes – Cessation of business) of the Terms and Conditions, a
disposal of “all or a greater part” of the assets or undertaking
of the Issuer or any Obligor may trigger an Event of Default under
the Notes unless if the disposal is pursuant to (i) a
reorganisation approved by an Extraordinary Resolution of the
Senior Secured Noteholders or (ii) a legislation or governmental
directive. The Reorganisation is a result of an internal
restructuring and may be deemed as a disposal of “all or a greater
part” of the assets of the Issuer and accordingly, approval of the
Senior Secured Noteholders will be required.
4. Written Consent sought from SA Secured Noteholders
Accordingly, to give effect to the arrangements contemplated in
paragraph 3 (Background), the Issuer seeks the written consent of SA
Secured Noteholders in accordance with Condition 19.3 (Amendment of
these Conditions) of the Terms and Conditions in respect of
implementation of the Reorganisation.
5. A copy of the group structure diagram depicting the current
structure and the structure post the Reorganisation, is available on
request from the Debt Sponsor. Requests should be sent to Kea Sape
at Kea.Sape@standardbank.co.za and by telephone at +27 11 344 5674.
6. Each SA Secured Noteholder must provide their consent in the form
annexed hereto as Schedule 1 (the Consent Notice) by delivering same
to the registered office of the relevant CSD Participant that
provided the said SA Secured Noteholder with the Consent Request by
no later than close of business on 3 May 2017. 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 proposals outlined herein.
Debt sponsor in South Africa
The Standard Bank of South Africa Limited, acting through its Corporate
and Investment Banking division
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SCHEDULE 1
CONSENT NOTICE
For completion by SA Secured Noteholders in terms of Condition 19.3 of
the Terms and Conditions.
WRITTEN CONSENT NOTICE
Dated: [3] May 2017
1. We refer to the notice of request for written consent of the SA
Secured Noteholders dated 13 April 2017 provided in accordance with
Condition 19 (Amendment of these Conditions) as read with Condition
18 (Notices) of the Terms and Conditions (the Consent Request).
2. Defined terms used in this consent notice (the Consent Notice) shall
have the meanings given to them in the Consent Request unless
otherwise indicated.
I/We,_______________________________________________________________
being a holder /holders SA Secured Notes issued by the Issuer under
the Programme hereby confirm:
3. [I/We currently hold:
3.1. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL17];
3.2. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL18];
3.3. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL19];
3.4. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL22];
3.5. [insert nominal amount of notes held in ZAR] with Stock Code
[LHL26];
4. I/ We hereby [consent] / [do not consent] in terms of Condition 19.3
(Amendment of these Conditions) to the proposal detailed in
paragraph 4 (Written Consent sought from SA Secured Noteholders) of
the Consent Request.
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SIGNED at _________________ on this the _________ day of__________2017
For and on behalf of
[INSERT NAME OF SA SECURED NOTEHOLDERS]
_________________________________ _________________________________
Name: Name:
Capacity: Authorised signatory Capacity: Authorised signatory
Who warrants his/her authority hereto Who warrants his/her authority hereto
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IMPORTANT NOTES
The signed Consent Notice must be lodged with the relevant CSD
Participant of each SA Secured Noteholder (i.e. the CSD Participant that
provided said SA Secured Noteholder with the Consent Notice), as follows:
1. in respect of the relevant CSD Participant, either the original
signed Consent Notice must be lodged at the registered office of
such CSD Participant or a copy of the signed Consent Notice must be
faxed or emailed to such CSD Participant (with the original to
follow shortly thereafter); and
2. on receipt of the signed Consent Notice, the relevant CSD
Participant must then notify Strate Proprietary Limited of (i) the
total number of Consent Notices received and (ii) the number of
Consent Notices in terms of which SA Secured Noteholders (A) voted
in favour of the proposals and amendments and (B) voted against the
proposals and amendments by fax to Strate Proprietary Limited (for
the attention of Steven Ingleby at fax number +27 11 759 5500) or by
e-mail to steveni@strate.co.za copying cdadmin@strate.co.za by no
later than close of business on 3 May 2017.
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