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Results of Noteholder Meeting Held on 12 May 2017
NQABA FINANCE 1 SECURITY SPV (RF) PROPRIETARY LIMITED
Registration Number 2005/036141/07 (the "the Security SPV")
Bond Code ISIN
NQ1A10 ZAG000077686
NQ1A17 ZAG000105941
NQ1A18 ZAG000115569
NQ1A19 ZAG000126509
NQIA21 ZAG000136664
NQIA22 ZAG000136722
NQ1B10 ZAG000077702
NQ1B15 ZAG000105966
NQ1B16 ZAG000115577
NQ1B17 ZAG000126467
NQ1C10 ZAG000077694
NQ1C15 ZAG000105958
NQ1C16 ZAG000115585
NQ1C17 ZAG000126459
NQF1D5 ZAG000077678
NQF1D7 ZAG000105974
NQF1D8 ZAG000136656
RESULTS OF NOTEHOLDER MEETING HELD ON 12 MAY 2017
Noteholders are advised that at the meeting of noteholders (“Noteholders’ Meeting”) held on Friday, 12
May 2017, other than Extraordinary Resolutions 2B; 3B; 8 and 22, all of the resolutions as set out in the
notice of Notehollders’ Meeting were passed by the requisite majority of votes of noteholders present in
person or represented by proxy.
The voting results were as follows:
FOR AGAINST ABSTAINED
RESOLUTION
(%) (%) (%)
EXTRAORDINARY RESOLUTION 1 - UPDATING 82.9% 0.0% 17.1%
THE DEFINITION OF "ARREARS"
EXTRAORDINARY RESOLUTION 2A -
INCREASING/RESETTING THE ARREARS
RESERVE TRIGGER BY AMENDMENT TO
DEFINITION OF "ARREARS RESERVE TRIGGER 82.9% 0.0% 17.1%
EVENT"
EXTRAORDINARY RESOLUTION 2B -
AMENDMENT TO THE DEFINITION OF
ARREARS RESERVE TRIGGER TO ALIGN THE 39.1% 43.9% 17.1%
CALCULATION WITH MARKET PRACTICE
EXTRAORDINARY RESOLUTION 3A -
INCREASING THE ARREARS TRIGGER FOR AN
EARLY AMORTISATION EVENT BY
AMENDMENT TO THE DEFINITION OF "EARLY
AMORTISATION EVENT" AT SUB-PARAGRAPH 82.9% 0.0% 17.1%
1.80.5. OF THE PROGRAMME MEMORANDUM
EXTRAORDINARY RESOLUTION 3B -
AMENDMENT TO THE DEFINITION OF "EARLY
AMORTISATION EVENT" AT SUB-PARAGRAPH
1.80.5. OF THE PROGRAMME MEMORANDUM
TO ALIGN THE CALCULATION WITH MARKET 49.3% 33.7% 17.1%
PRACTICE
2.
EXTRAORDINARY RESOLUTION 4 - AMENDING
THE DEFINITION OF "EARLY AMORTISATION
EVENT" AT SUB-PARAGRAPH 1.80.8. OF THE
PROGRAMME MEMORANDUM RELATING TO 78.1% 4.8% 17.1%
THE RATING OF ESKOM
EXTRAORDINARY RESOLUTION 5 -
INCREASING THE ISSUER EXPENSE CAP BY
AMENDMENT TO THE DEFINITION OF "ISSUER 82.9% 0.0% 17.1%
EXPENSE CAP"
EXTRAORDINARY RESOLUTION 6 -
AMENDMENT TO THE DEFINITION OF
"LIQUIDITY SHORTFALL" TO PROVIDE FOR
LIQUIDITY SHORTFALLS DURING THE 82.9% 0.0% 17.1%
AMORTISATION PERIOD
EXTRAORDINARY RESOLUTION 7 -
AMENDMENT TO THE DEFINITION OF
"PRINCIPAL BALANCE" TO CLARIFY WHAT 82.9% 0.0% 17.1%
CONSTITUTES WRITTEN OFF AMOUNTS
EXTRAORDINARY RESOLUTION 8 -
AMENDMENT TO THE DEFINITION OF
"PURCHASES RESERVE CAP" TO CLARIFY 43.9% 39.1% 17.1%
WHAT AMOUNTS ARE INCLUDED THEREIN
EXTRAORDINARY RESOLUTION 9 -
AMENDMENT TO THE DEFINITION OF REDRAW
FACILITY LIMIT TO REDUCE THE MINIMUM
REDRAW FACILITY REQUIRED TO BE 82.9% 0.0% 17.1%
MAINTAINED BY THE ISSUER
EXTRAORDINARY RESOLUTION 10 -
AMENDMENT TO THE DEFINITION OF
"REQUIRED CREDIT RATING" TO AMEND THE
SHORT TERM SCALE AND LONG-TERM SCALE
REQUIRED CREDIT RATING IN THE CASE OF
PERMITTED INVESTMENTS WITH A MAXIMUM 78.1% 4.8% 17.1%
TERM OF 30 DAYS OR LESS
EXTRAORDINARY RESOLUTION 11 -
AMENDMENT TO THE DEFINITION OF
"REQUIRED CREDIT RATING" TO AMEND THE
SHORT TERM SCALE AND LONG-TERM SCALE
REQUIRED CREDIT RATING IN THE CASE OF
PERMITTED ZAR INVESTMENTS WITH A 78.1% 4.8% 17.1%
MAXIMUM TERM OF 364 DAYS OR LESS
EXTRAORDINARY RESOLUTION 12 -
AMENDMENT TO THE DEFINITION OF
"REQUIRED CREDIT RATING" TO AMEND THE
SHORT TERM SCALE AND LONG-TERM SCALE
REQUIRED CREDIT RATING IN RESPECT OF
THE ACCOUNT BANK, DERIVATIVE
COUNTERPARTY, LIQUIDITY FACILITY
PROVIDER AND THE REDRAW FACILITY 82.9% 0.0% 17.1%
PROVIDER
82.9% 0.0% 17.1%
EXTRAORDINARY RESOLUTION 13 -
AMENDMENT TO THE DEFINITION OF
3.
"REQUIRED CREDIT RATING" TO AMEND THE
SHORT TERM SCALE AND LONG-TERM SCALE
REQUIRED CREDIT RATING IN RESPECT OF
THE GIC PROVIDER
EXTRAORDINARY RESOLUTION 14 -
AMENDMENT TO THE DEFINITION OF
"REQUIRED DIRECT EMPLOYEES
PERCENTAGE" TO CLARITY, INTER ALIA,
WHERE ACTUAL PERCENTAGE WILL BE 82.9% 0.0% 17.1%
REFLECTED
EXTRAORDINARY RESOLUTION 15 -
AMENDMENT OF CONDITION 3.2.3 TO ALIGN
WITH THE CURRENT JSE DEBT LISTING 82.9% 0.0% 17.1%
REQUIREMENTS
EXTRAORDINARY RESOLUTION 16 -
AMENDMENT OF CONDITION 6.5 TO INCLUDE
THE JSE AND CENTRAL SECURITIES
DEPOSITORY AS PARTIES TO BE NOTIFIED OF 82.9% 0.0% 17.1%
THE INTEREST RATE
EXTRAORDINARY RESOLUTION 17 -
AMENDMENT OF CONDITION 6.6 TO INCLUDE
THE JSE AND CENTRAL SECURITIES
DEPOSITORY AS PARTIES TO BE NOTIFIED OF 82.9% 0.0% 17.1%
THE INTEREST AMOUNT
EXTRAORDINARY RESOLUTION 18 -
INSERTION OF A NEW CONDITION 14.4, WHICH
PROVIDES FOR BENEFICIAL INTERESTS TO BE
EXCHANGED FOR NOTES IN DEFINITIVE
FORM, IN ACCORDANCE WITH THE
APPLICABLE PROCEDURES AND THE 82.9% 0.0% 17.1%
FINANCIAL MARKETS ACT, 2012.
EXTRAORDINARY RESOLUTION 19 -
AMENDMENT TO CONDITION 16.2 TO ALIGN
THE PROVISIONS RELATING TO THE 82.9% 0.0% 17.1%
REGISTER WITH CURRENT LEGISLATION
EXTRAORDINARY RESOLUTION 20 -
AMENDMENT TO CONDITION 17.1 WITH
CONSEQUENTIAL AMENDMENTS TO
CONDITIONS 17.2 AND 17.3 SO AS TO UPDATE
THE PROVISIONS RELATING TO THE GIVING 82.9% 0.0% 17.1%
OF NOTICES
EXTRAORDINARY RESOLUTION 21 -
AMENDMENT TO CONDITION 18 (IN
PARTICULAR 18.1, 18.3, 18.4, 18.5 AND 18.6)
(AMENDMENT OF THE TERMS AND
CONDITIONS AND PRIORITY OF PAYMENTS)
SO AS TO BRING THE PROVISIONS IN LINE
WITH THE NEW JSE DEBT LISTING 77.6% 5.4% 17.1%
REQUIREMENTS
EXTRAORDINARY RESOLUTION 22 - GENERAL 45.5% 0.0% 54.5%
AMENDMENTS
4.
EXTRAORDINARY RESOLUTION 23 - 79.2% 0.0% 20.8%
EFFECTIVE DATE OF THE AMENDMENTS
15 May 2017
Debt Sponsor
Absa Corporate and Investment Bank, a division of Absa Bank Limited
Date: 15/05/2017 09:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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