WORKFORCE HOLDINGS LIMITED - Workforce Holdings Limited ZAR1 Billion Domestic Medium Term Note Programme

Workforce Holdings Limited ZAR1 Billion Domestic Medium Term Note Programme

Workforce Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2006/018145/06)

WORKFORCE HOLDINGS LIMITED ZAR1 BILLION DOMESTIC MEDIUM TERM NOTE
PROGRAMME


1.1.    Reference is made to (a) the Workforce Holdings Limited ZAR1,000,000,000 Domestic Medium
        Term Note Programme ("Programme") and the Programme Memorandum dated 9 January
        2017 ("Programme Memorandum") prepared by Workforce Holdings Limited ("Issuer") in
        respect of the Programme and (b) the amended JSE Debt Listings Requirements (effective
        15 October 2018) ("Amended JSE Debt Listings Requirements"). References in this
        announcement to any Section are to that Section of the Amended JSE Debt Listings
        Requirements.
1.2.    Unless otherwise defined in this SENS announcement, capitalised terms used in this SENS
        announcement bear the meanings ascribed to them in in the section of the Programme
        Memorandum headed "Terms and Conditions" ("Terms and Conditions").
1.3.    The Issuer hereby advises that:
        a)    Section 7.26 provides for the procedure to amend the Terms and Conditions (including
              the Applicable Terms and Conditions).
        b)    Condition 16 (AMENDMENT) of the Terms and Conditions is superseded in its entirety
              with the provisions of Section 7.26.
        c)    Section 7.27 provides, in relation to meetings of Noteholders, (i) for the applications of
              the sections in the Companies Act, 2008 ("Companies Act") that relate to "notice of
              meetings", "conduct of meetings" and "meeting quorums and adjournment" as if the
              references in such sections to "shareholders" and "company", respectively, were
              references to "Noteholders" and "Issuer" respectively (ii) for such meeting to be
              announced on SENS and for the announcement to state the date that the Issuer has
              selected to determine which Noteholders recorded in the Register will receive the notice
              of meeting and the last date by which proxy forms must be submitted, (iii) for voting by
              proxy and (iv) for the application of the sections in the Companies Act that provide for the
              form of proxy form. Section 7.28 provides that a written resolution to Noteholders must
              state the date that the Issuer has selected to determine which Noteholders recorded in
              the Register will receive the notice of written resolution.
        d)    Condition 17 (MEETINGS OF NOTEHOLDERS) of the Terms and Conditions is
              superseded in its entirety with the provisions of Section 7.27 and Section 7.28.
        e)    The Issuer confirms that, at the time the next update is required to be made to the
              Programme Memorandum in terms of Section 7.24 (as read with Section 7.25) or for any
              other reason, the Issuer will procure that such update will provide, in addition, for (a)
              Condition 16 (AMENDMENT) of the Terms and Conditions to be amended to reflect the
              provisions of Section 7.26 and (b) Condition 17 (MEETINGS OF NOTEHOLDERS) of the
              Terms and Conditions to be amended to reflect the provisions of Section 7.27 and
              Section 7.28.
        f)    The Amended JSE Debt Listings Requirements are available on the JSE’s website at
              www.jse.co.za.
        g)    The Annual Report of the Issuer and its Subsidiaries for the financial year ended
              31 December 2017 is incorporated by reference into the Programme Memorandum (see
              the section of the Programme Memorandum headed "Documents Incorporated by
              Reference"). This Annual Report updates, among other things, the description of the
              Issuer and its business set out in the section of the Programme Memorandum headed
              "Description of the Issuer "). This Annual Report is available for inspection, upon request,
              during normal office hours, at the Specified Office of the Issuer. In addition, this Annual
              Report is available on the following website: http://www.workforce.co.za/annual-reports/.



Johannesburg
19 December 2018

Debt Sponsor
Merchantec Capital

Date: 19/12/2018 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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