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Consolidated Infrastructure Group Limited Notice Requesting Extraordinary Written Resolution-
CIG
CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
(“CIG” or “the Issuer” or “the Group”)
NOTICE REQUESTING EXTRAORDINARY WRITTEN RESOLUTION
1. The Issuer has on 11 June 2018 given notice ("Notice") to
all the Senior Noteholders of Notes issued under the ZAR
500,000,000 unsecured note programme (the "Programme")
(subsequently increased to a Programme Amount of
ZAR 1,000,000,000) pursuant to the programme memorandum
dated 3 May 2012 (the "Programme Memorandum")in accordance
with section 1.19 of the JSE Debt Listings Requirements.
2. The "Issuer" seeks the consent of the Senior Noteholders
for the delisting from the Interest Rate Market of the JSE
of all the Senior Notes (listed below) with effect from 3
days after the required majority of votes in favour of
delisting have been obtained (or as soon as possible
thereafter), provided that the delisting of the Notes will
only take place if the proposed resolution is approved by
each Series of Notes:
(a) Notes issued under stock code CIG04 (ISIN number
ZAG000117326) with an aggregate Nominal Amount
Outstanding of ZAR 134,000,000;
(b) Notes issued under stock code CIG05 (ISIN number
ZAG000117334) with an aggregate Nominal Amount
Outstanding of ZAR 134,000,000;
(c) Notes issued under stock code CIG06 (ISIN number
ZAG000129305) with an aggregate Nominal Amount
Outstanding of ZAR 70,000,000;
(d) Notes issued under stock code CIG07 (ISIN number
ZAG000129313) with an aggregate Nominal Amount
Outstanding of ZAR 155,000,000;
(e) Notes issued under stock code CIG10 (ISIN number
ZAG000138363) with an aggregate Nominal Amount
Outstanding of ZAR 19,000,000;
(f) Notes issued under stock code CIG11 (ISIN number
ZAG000138371) with an aggregate Nominal Amount
Outstanding of ZAR 147,000,000; and
(g) Notes issued under stock code CIG12 (ISIN number
ZAG000138389) with an aggregate Nominal Amount
Outstanding of ZAR 179,000,000.
3. The consent of the Noteholders referred to in paragraph 4
above is requested by written Special Resolution ("Written
Special Resolution") in the form distributed to the
Noteholders with the Notice as required under paragraph 1.19
of the JSE Debt Listing Requirements.
4. The reasons for the delisting of the Notes referred to in
paragraphs 4 are the following:
(a) We refer to the SENS announcements made by the Issuer
on 30 November 2017, 12 December 2017 and 19 February
2018.
(b) Discussions with the Funders of the CIG Group of
companies (referred to in the aforementioned
announcements) are ongoing as the Issuer continues to
work with the Funders and Fairfax Africa Investments
Proprietary Limited towards achieving an optimal long-
term capital structure for the CIG Group (we refer to
the announcement made by the Issuer on 18 May 2018 in
relation to the proposed transaction with Fairfax
Africa Investments Proprietary Limited).
(c) During this process the Issuer and several Noteholders
have agreed that it would be in the best interests of
all parties involved for the Senior Notes to be
delisted.
5. The date that the Issuer has selected to determine which
Noteholders recorded in the Register will receive this
notice, is 8 June 2018.
6. There are no restrictions imposed on the Noteholders in
respect of the voting and passing of the Written Special
Resolution. In terms of paragraph 1.19 of the JSE Debt
Listing Requirements, the Issuer will not be permitted to
vote on the proposed resolution.
7. The Noteholders are required to sign the Written Special
Resolution and deliver a signed copy thereof by not later
than 17h00 on 9 July 2018 as set out in paragraph 9 below.
The Written Special Resolution will automatically be
approved and passed if and when relevant Noteholders holding
between them relevant Notes representing at least 66.67% in
value of the aggregate Outstanding Nominal Amount of each
Series of Notes have given their written consent and
approval.
8. In terms of Condition 20.4, a Noteholder may by an instrument
in writing (a "proxy form") signed by the Noteholder or his
duly authorised agent or, in the case of a juristic person,
signed on its behalf by a duly authorised officer, appoint
any person (a "Proxy") to act on its behalf in connection
with any meeting or proposed resolution. A person appointed
to act as Proxy need not be a Noteholder. A proxy form was
distributed to the Noteholders together with the Notice.
Please note that the proxy form must be delivered to the
relevant Central Securities Depository Participant and the
Issuer, together with or prior to the delivery of the signed
Written Special Resolution of that Noteholder.
9. The signed Written Special Resolution must be lodged with
the relevant Central Securities Depository Participant for
each Noteholder (that provided such Noteholder with this
notice) by no later than 17h00 on 9 July 2018, as follows:
(a) in respect of the relevant Central Securities
Depository Participant, a copy of such Written Special
Resolution must be e-mailed to the relevant Central
Securities Depository Participant (with the original to
follow shortly thereafter); and
(b) on receipt of the Written Special Resolution the
relevant Central Securities Depository Participant will
notify Strate Proprietary Limited of the total Nominal
Amount Outstanding of the holders of the Senior Notes
that have signed the Written Special Resolution, by e-
mail to Strate-CDAdmin@strate.co.za.
10. A copy of each signed Written Special Resolution must also
be e-mailed to the Issuer, for the attention of Mr Ivor
Klitzner at the following email address:
Ivor@ciglimited.com.
Date 13 June 2018
Debt Sponsor: Investec Bank Limited (“Investec”)
For further information contact:
Investec Bank Limited
Mr. Louis Dirker
Tel: (011)286 7799
Email: Louis.dirker@investec.co.za
Debt Sponsor: Investec Bank Limited
Date: 14/06/2018 01:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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