JASCO ELECTRONICS HOLDINGS LIMITED - Notice of request for written consent of noteholders - JAS01

Notice of request for written consent of noteholders - JAS01

JASCO ELECTRONICS HOLDINGS LIMITED 
Registration Number: 1987/003293/06 (the Issuer)
Date: 25 April 2017

JAS01 – ZAG000123324

NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS

1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder of Notes (the Noteholders) issued 
under the Issuer's ZAR750,000,000 Domestic Medium Term Note Programme (the Programme) pursuant to the section headed 
"Terms and Conditions of the Notes" (the Terms and Conditions) in the programme memorandum dated 4 November 2013 and as amended 
and restated from time to time (the Programme Memorandum), in accordance with Condition 19 (Notices) of the Terms and Conditions 
for the purposes of obtaining the Noteholders' written consent to various amendments to the Applicable Pricing Supplement relating to the 
Notes (the Existing Applicable Pricing Supplements).

2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and Conditions.

3.  The Issuer seeks the Noteholders' consent in accordance with Condition 20 (Amendment of these Conditions) of the Terms and Conditions 
     for the amendment and restatement of the applicable pricing supplement for the Senior Unsecured Notes issued under stock code JAS01 
     (the Amended and Restated Applicable Pricing Supplement) to:
3.1 extend the Maturity Date from 31 January 2018 to 31 January 2019;
3.2 amend the Optional Redemption Date to allow the Notes to be redeemed, by the Issuer, on any Interest Payment Date (as defined therein);
3.3 reduce the threshold of ownership by Black Persons (as defined in the Amended and Additional Terms and Conditions from 
      50.1 % (fifty point one percent) to 40% (forty percent);
3.4 replace the disposal of Malesela Taihan Electric Cable Proprietary Limited with Jasco Electrical Manufacturers, 
      a division of Jasco Trading Proprietary Limited; and
3.5 increase the threshold for placing a working facility agreement from 12.5% (twelve point five percent to 15% (fifteen percent).

4. The Noteholders are requested to provide their consent to the abovementioned proposals by completing the Consent Notice 
    (available on request from the Transfer Agent) and delivering same to the registered office of the relevant CSD Participant that provided 
    said Noteholder with the Consent Notice, and providing a copy thereof to The Standard Bank of South Africa Limited, acting through its 
    Corporate and Investment Banking division and the Issuer by no later than 17h00 on 16 May 2017 in accordance with the terms and conditions. 
    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 amendments.

5. The changes marked-up against the Existing Applicable Pricing Supplement is available on Issuer's website at http://www.jasco.co.za. 

6. Draft in substantially agreed form of the Amended and Restated Applicable Pricing Supplement and the changes marked-up against the 
    Existing Applicable Pricing Supplement is also available on request from the Transfer Agent. Requests should be sent to Bruno Billings at 
    Bruno.Billings@standardbank.co.za and by telephone at +27 11 636 0706. 

7. This Notice is being delivered to JSE Limited in accordance with Condition 20 (Amendment of these Conditions) of the Terms and Conditions 
as read with Condition 19 (Notices) of the Terms and Conditions.


Redinkcapital Proprietary Limited
Debt Sponsor 
25 April 2017



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