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Notice to Class B, Class C and Class D Noteholders - Delisting of Notes - TSRF
Torque Securitisation (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2012/030043/06)
Company code: TSRF
Bond code: TORQ6 ISIN: ZAG000099268
Bond code: TORQ9 ISIN: ZAG000128778
Bond code: TORQ10 ISIN: ZAG000128786
(“Torque” or “the Issuer”)
NOTICE TO CLASS B, CLASS C AND CLASS D NOTEHOLDERS - DELISTING OF NOTES
1 Torque Securitisation (RF) Limited ("Issuer") established a ZAR5,000,000,000 secured note
programme (the "Programme") pursuant to the programme memorandum dated 8 August 2012
and as amended and superseded by a programme memorandum dated 9 June 2015 (the
"Programme Memorandum"), in terms of which the Issuer may issue Notes from time to time.
2 Capitalised terms and expressions used herein and not otherwise defined herein, shall bear the
meanings ascribed thereto in the section of the Programme Memorandum titled
"Interpretation".
3 This notice is delivered to the Class B Noteholders, Class C Noteholders and Class D Noteholders
in accordance with section 1.19 of the JSE Debt Listings Requirements.
4 The Issuer seeks the consent of the Class B Noteholders, Class C Noteholders and Class D
Noteholders for the delisting from the Interest Rate Market of the JSE with effect from 11
May 2018 of the following Notes –
4.1 Class B2 Notes (stock code TORQ9 and ISIN number ZAG000128778) with a Principal
Amount Outstanding of ZAR84,000,000;
4.2 Class C2 Notes (stock code TORQ10 and ISIN number ZAG000128786) with a Principal
Amount Outstanding of ZAR49,000,000; and
4.3 Class D Notes (stock code TORQ6 and ISIN number ZAG000099268) with a Principal
Amount Outstanding of ZAR70,000,000,
and the waiver by the Class B Noteholders, Class C Noteholders and Class D Noteholders of the
20 Business Day notice period referred to in the JSE Debt Listings Requirements in respect of
written resolutions.
5 The consent of the Noteholders referred to in paragraph 4 above is requested by written Special
Resolution ("Written Special Resolution") in terms of Conditions 25.1.3.2.2 and 25.13 of the
Terms and Conditions of the Notes, in the form attached hereto as Annexure A.
6 The reasons for the delisting of the Notes referred to in paragraphs 4.1, 4.2 and 4.3 are the
following –
The Class A Notes currently in issue will be fully settled on 15 May 2018. Iemas Financial Services
(Co-operative) Limited (Originator and Seller), as holder of all the Class B Notes, Class C Notes
and Class D Notes, do not have any commercial rational to keep these Notes listed since there
will not be any third party investors further invested in any Notes outstanding.
7 The date that the Issuer has selected to determine which Noteholders recorded in the Register
will receive this notice, is 3 May 2018.
8 There are no restrictions imposed on the Class B Noteholders, Class C Noteholders and Class D
Noteholders in respect of the voting and passing of the Written Special Resolution.
9 The Class B, Class C and Class D Noteholders are required to sign the Written Special Resolution
and deliver a signed copy thereof by not later than 17h00 on 9 May 2018 as set out in
paragraph 10 below.
10 The signed Written Special Resolution must be lodged with the relevant Central Depository
Participant of each Class B, Class C and Class D Noteholder (that provided such Noteholder with
this notice) by no later than 17h00 on 9 May 2018, as follows –
10.1 in respect of the relevant Central Depository Participant, a copy of such Written Special
Resolution must be e-mailed to the relevant Central Depository Participant (with the
original to follow shortly thereafter); and
10.2 on receipt of the Written Special Resolution, the relevant Central Depository Participant
will notify Strate Proprietary Limited of the total Principal Amount Outstanding of the
holders of the Class B Notes, Class C Notes and Class D Notes that have signed the Written
Special Resolution, by e-mail to Strate-CDAdmin@strate.co.za.
11 A copy of each signed Written Special Resolution must also be e-mailed to -
11.1 the Issuer, for the attention of Mr Tom O'Connell at Tom.OConnell@iemas.co.za.
The consent of the Noteholders referred to in paragraph 4 above is requested by Written Special
Resolution in the form attached to the original notice as Annexure A.
8 May 2018
Debt Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 08/05/2018 03:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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