IMPERIAL GROUP LIMITED - Notice of Request for Written Consent of Noteholders

Notice of Request for Written Consent of Noteholders

Imperial Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1983/009088/06)
Company code: IMG
(“the Issuer”)


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 Outstanding (the Noteholders) issued under the Issuer’s ZAR10,000,000,000 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 22
       September 2010 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 inter alia, amend and restate the Terms and Conditions of each
       of the Applicable Pricing Supplements (as defined below) in order to bring forward the Maturity Date
       and to make any consequential changes to the Applicable Pricing Supplements and to deregister and
       delist the Programme after the Amended Maturity Date (as defined below).

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

3.     Reference is made to the separation announcement submitted by Imperial Holdings Limited, the
       guarantor under the Programme (the Guarantor), through the Stock Exchange News Service dated
       21 June 2018, in terms of which the Guarantor announced that it intends to unbundle its motor
       business (the MOTUS Unbundling) and listing the relevant business separately on the Main Board of
       the JSE Limited (the JSE).

4.     The MOTUS Unbundling will involve a transfer of the motor businesses to Motus Holdings Limited
       (Motus Holdings), of which the Issuer will be a member (the Motus Group), and the logistics
       business will remain separately held by the Guarantor (the Logistics Group).

5.     The Issuer will, subject to the approval of the Noteholders, redeem all Outstanding Notes under the
       Programme on the Amended Maturity Date at par plus accrued interest and thereafter deregistering
       and delisting the Programme. From the redemption date of the notes on the Amended Maturity
       Date, the Guarantor and Motus Holdings will have no rated notes outstanding, and will no longer
       require a credit rating. The Guarantor and Motus Holdings would prefer to build up a track record as
       individual businesses before accessing the bond market for funding and obtaining a credit rating.

6.     The Issuer seeks the Noteholders of each Series’ consent in accordance with Condition 20
       (Amendment of these Conditions) of the Terms and Conditions to pass the following Extraordinary
       Resolutions:

6.1.      Extraordinary Resolution 1

            To bring forward the Maturity Date of each of the Outstanding Notes as reflected in each of the
            Applicable Pricing Supplements (as defined below) to 6 August 2018 (the Amended Maturity
            Date);

6.2.      Extraordinary Resolution 2

            Subject to obtaining consent in respect of Extraordinary Resolution 1 above, to consequently
            amend and restate the following Applicable Pricing Supplements relating to the Notes currently
            Outstanding pursuant to the Programme (the Applicable Pricing Supplements):

6.2.1.         Applicable Pricing Supplement for the Notes issued under stock code IPL8 (the IPL8 Notes);

6.2.2.         Applicable Pricing Supplement for the Notes issued under stock code IPL9 (the IPL9 Notes);

6.2.3.         Applicable Pricing Supplement for the Notes issued under stock code IPL10 (the IPL10 Notes);
               and

6.2.4.         Applicable Pricing Supplement for the Notes issued under stock code [the IPL11] (the     IPL11
               Notes).

6.3.      Extraordinary Resolution 3

            To deregister and delist the Programme after the Amended Maturity Date.

7.       The Noteholders of each Series of Notes Outstanding, as at the date of this Consent Request, are
         requested to provide their respective consents to the abovementioned proposals by voting in
         relation to the Extraordinary Resolutions specified in the Consent Notice annexed hereto as Schedule
         1 and delivering the 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 Issuer by no later than
         17h00 on 23 July 2018 2018 in accordance with the terms and conditions of Schedule 1. The relevant
         CSD Participant will then notify Strate Proprietary Limited of the total number of Consent Notices
         received, containing votes both in favour and not in favour of the proposed Extraordinary
         Resolutions.

8.       The changes marked-up against each of the Applicable Pricing Supplements for the listed Notes are
         available on Issuer’s website at www.imperial.co.za and on request from Mr Willem Reitsma on +27
         11 372 6516.

9.       This Consent Request is being delivered to Strate Proprietary 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.

10.      If the Issuer does not receive the requisite consent per Series of Notes in accordance with the Terms
         and Conditions, such Series of Notes will remain Outstanding under the Programme.

The Schedule 1 which contains the consent notice is available in the notice of written consent distributed
by STRATE.

TERMS AND CONDITIONS OF THE CONSENT NOTICE

This Consent Notice must be lodged with the relevant CSD Participant of each Noteholder (that provided
said Noteholder with the Consent Notice), as follows:

1.   in respect of the relevant CSD Participant, either the original form may be lodged at the registered
     address of such CSD Participant or a copy of the form may be faxed or emailed to such CSD
     Participant (with the original to follow shortly thereafter);

2.   on receipt of this Consent Notice, the relevant CSD Participant must then notify Strate Proprietary
     Limited of the total number of Consent Notices received, both in favour and not in favour or abstain
     of the proposed Extraordinary Resolutions by e-mail to cdadmin@strate.co.za by no later than 17:00
     on 23 July 2018; and

3.   a copy of the form must be emailed the Issuer, for the attention of Mr Willem Reitsma, at
     wreitsma@ih.co.za by no later than 17:00 on 23 July 2018.



25 June 2018

Debt Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

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