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Notice of a Meeting of all the Bondholders of enX Corporation Limited to update its DMTN programme
enX Corporation Limited
(Previously Eqstra Corporation Limited)
(Incorporated in the Republic of South Africa)
(Registration No. 1984/007045/06)
Company code: BIEQS
(“enX Corporation” or “the Issuer”)
NOTICE OF A MEETING OF THE HOLDERS OF ALL THE OUTSTANDING NOTES ISSUED BY ENX
CORPORATION LIMITED UNDER ITS R8,000,000,000 DOMESTIC MEDIUM TERM NOTE PROGRAMME
1. Pursuant to Condition 20 of the Terms and Conditions of the Notes (the "Notes"), the Issuer
hereby gives notice that a meeting of the holders of all the outstanding Notes issued by the Issuer
under its R8,000,000,000 domestic medium term note programme (the "Noteholders"), being the
Notes held under stock codes EQS05, EQS06, EQS07, EQS08A, EQS10 and EQS11U, will be held on
Tuesday, 10 April 2018 at 10h00 at the offices of enX Corporation Limited, 61 Maple Road,
Pomona, Kempton Park, 1619 (the "Noteholders Meeting") at which the Special Resolutions set
out below will be considered and, if deemed fit, passed with or without modification.
2. Unless otherwise defined, words and expressions used in this notice will bear the same meanings
as in the programme memorandum of the Issuer dated 16 March 2012, as supplemented on
7 November 2016 (the "Programme Memorandum"), read with the Applicable Pricing Supplement
for the Notes.
3. The record date to be recorded in the Register to receive the notice of this meeting is the date of
publication of this notice on the stock exchange new service ("SENS"). The record date to be
recorded in the Register to vote at the Noteholders Meeting, is Friday, 6 April 2018.
WHEREAS
4. In terms of Condition 20.5.1 of the Terms and Conditions of the Notes, written notice of a meeting
of the Noteholders is to be given to the Noteholders at least 21 days prior to the meeting unless
the Noteholders holding at least 90% of the aggregate Outstanding Principal Amount of the Notes
agree in writing to a shorter notice period. The meeting convened in terms of this notice has been
convened with the required notice of at least 21 days (and in any event not less than 15 Business
Days as required by the JSE Debt Listings requirements).
AND FURTHER WHEREAS
5. The Issuer wishes to update the Programme and the Terms and Conditions of the outstanding
Notes by:
5.1 adding enX Group Limited ("ListCo"), its listed holding company, as a guarantor under the
Programme and removing Eqstra NH Equipment Proprietary Limited, which is no longer a
Material Subsidiary, as a guarantor under the Programme;
5.2 deleting the aggregated 80% coverage ratio for additional members of the South African
Group to accede as Subsidiary Guarantors and retaining the requirement for Material
Subsidiaries in the South African Group to accede as Subsidiary Guarantors;
5.3 providing for a Noteholder right of optional redemption upon certain put events, including a
delisting of the ordinary shares of ListCo and a delisting of the Notes;
5.4 providing for matters relating to the maintenance of the credit rating of ListCo, the Parent
Guarantor, the Issuer or the relevant Series of Notes;
5.5 decreasing the Programme Amount; and
5.6 including provisions relating to meetings of Classes of Noteholders.
6. The Issuer therefore requests the Noteholders to approve, by Special Resolution, the resolutions
set out below, with effect from the Effective Date.
7. For the purpose of the resolutions, the "Effective Date" means the date of the SENS
announcement in which the Issuer notifies Noteholders of the outcome of the Noteholder
Meeting.
8. A Special Resolution of the Noteholders means a resolution passed at a properly constituted
meeting of the Noteholders, by a majority consisting of not less than 66,67% of the votes cast at a
poll by Noteholders, present in person or by proxy.
9. It is recorded that Eqstra Corporation Limited has changed its name to enX Corporation Limited
and that enX Investments Proprietary Limited has changed its name to enX Leasing Investments
Proprietary Limited.
10. If approved, any amendments of the Terms and Conditions in the Programme and in the Terms
and Conditions of the outstanding Notes will be effected by way of a supplement to the
Programme Memorandum and to each Applicable Pricing Supplement, which will be made
available on the website of the JSE at www.jse.co.za and on the website of the Listco at
www.enxgroup.co.za.
11. Proxies
11.1 In terms of Condition 20.11 a Noteholder entitled to attend and vote at a meeting of the
Noteholders is entitled to appoint a proxy to act on his behalf in connection with such
meeting.
11.2 A person appointed to act as proxy need not be a Noteholder.
11.3 A form of proxy ("proxy form") attached as Schedule "1" is enclosed for those of the
Noteholders who wish to be represented by proxy at the meeting.
11.4 Please note that the proxy form should be deposited at the Specified Office of the Issuer or
sent to Strate Proprietary Limited at cdadmin@strate.co.za, and a copy should be sent to the
Debt Sponsor, Rand Merchant Bank, c/o Barry Martin at Barry.Martin@rmb.co.za, at any
time before the time, and on the date, appointed for holding the meeting or adjourned
meeting of the Noteholders specified above.
11.5 For the avoidance of doubt, please note that all voting rights to be exercised in respect of
Notes held in uncertificated form, may be exercised only by Strate Proprietary Limited for
the holders of Beneficial Interests in such Notes, in accordance with the Applicable
Procedures. If the Central Securities Depository Participant ("CSDP") of a holder of Beneficial
Interests does not contact such holder, then such holder is advised to contact such holder's
CSDP and provide such CSDP with the holder's voting instructions.
IT IS RESOLVED THAT:
1. SPECIAL RESOLUTION 1 OF THE NOTEHOLDERS - APPROVAL OF ADDITION/REMOVAL OF
GUARANTORS
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the
Effective Date, the Noteholders approve:
a) adding enX Group Limited ("ListCo") as a guarantor under the Programme;
b) removing Eqstra NH Equipment Proprietary Limited, which is no longer a Material
Subsidiary, as a guarantor under the Programme and the amendment of the Subsidiary
Guarantee to give effect to this; and
c) the amendment of the Terms and Conditions of the Notes to give effect to the above, by
the adoption of the amended/additional Terms and Conditions of the Notes as set out in
Appendix “A” attached to the Notice of Meeting.
2. SPECIAL RESOLUTION 2 OF THE NOTEHOLDERS - APPROVAL OF DELETION OF COVERAGE RATIO
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the
Effective Date, the Noteholders approve deleting Condition 6.6 and Condition 6.7 from the
Programme and the Terms and Conditions of the outstanding Notes, by the adoption of the
amended/additional Terms and Conditions of the Notes as set out in Appendix “B” attached to the
Notice of Meeting.
3. SPECIAL RESOLUTION 3 OF THE NOTEHOLDERS - APPROVAL OF OPTIONAL REDEMPTION UPON A
PUT EVENT
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the
Effective Date, the Noteholders approve the amendment of the Terms and Conditions in the
Programme and in the Terms and Conditions of the outstanding Notes to include a Noteholder
right of optional redemption upon certain put events, by the adoption of the amended/additional
Terms and Conditions of the Notes as set out in Appendix “C” attached to the Notice of Meeting.
4. SPECIAL RESOLUTION 4 OF THE NOTEHOLDERS - RATING
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the
Effective Date, the Noteholders approve the amendment of the Terms and Conditions in the
Programme and in the Terms and Conditions of the outstanding Notes to include matters relating
to the maintenance of the credit rating of ListCo, the Parent Guarantor, the Issuer or the relevant
Series of Notes, by the adoption of the amended/additional Terms and Conditions of the Notes as
set out in Appendix “D” attached to the Notice of Meeting.
5. SPECIAL RESOLUTION 5 OF THE NOTEHOLDERS - MEETINGS OF NOTEHOLDERS
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the
Effective Date, the Noteholders approve the amendment of the Terms and Conditions in the
Programme and in the Terms and Conditions of the outstanding Notes to include, amongst other
things, provisions relating to meetings of Classes of Noteholders, by the adoption of the
amended/additional Terms and Conditions of the Notes as set out in Appendix “E” attached to the
Notice of Meeting.
6. SPECIAL RESOLUTION 6 OF THE NOTEHOLDERS - DECREASE OF PROGRAMME AMOUNT
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the
Effective Date, the Noteholders approve the decrease in the Programme Amount from
R8 000 000 000 to R4 000 000 000.
7. SPECIAL RESOLUTION 7 OF THE NOTEHOLDERS - NOTICE OF INTEREST AMOUNT
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the
Effective Date, the Noteholders approve the amendment of the Terms and Conditions in the
Programme and in the Terms and Conditions of the outstanding Notes by the deletion of Condition
7.5.2 and the replacement thereof with the following new Condition 7.5.2.
"The Calculation Agent will, in relation to each Tranche of Notes, at least 3 Business Days before
each Interest Payment Date, cause the Rate Determination Date, the aggregate Interest Amount
payable for the relevant Interest Period in respect of such Tranche of Notes to be notified through
SENS to the Noteholders , the Issuer and the Central Securities Depository and, in relation to any
Tranche of Notes listed on the Interest Rate Market of the JSE, to the JSE."
8. SPECIAL RESOLUTION 8 OF THE NOTEHOLDERS – ADDITIONAL/REPLACEMENT DEFINITIONS
Pursuant to Condition 17.2 of the Terms and Conditions of the Notes, with effect from the
Effective Date, the Noteholders approve the amendment of the Terms and Conditions in the
Programme and in the Terms and Conditions of the outstanding Notes to include
additional/replacement definitions in respect of the Notes, by the adoption of the
amended/additional Terms and Conditions of the Notes as set out in Appendix “G” attached to the
Notice of Meeting.
The annexures and proxy form are attached to the notice of meeting request released by STRATE to the
CSDPs.
14 March 2018
Debt Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 14/03/2018 11:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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