SUPERDRIVE INVESTMENTS (RF) LIMITED - SUPERDRIVE INVESTMENTS (RF) LIMITED-CLARITY REGARDING RESOLUTION 1 STATEMENT

SUPERDRIVE INVESTMENTS (RF) LIMITED-CLARITY REGARDING RESOLUTION 1 STATEMENT

 SUPERDRIVE INVESTMENTS (RF) LIMITED
(Registration Number 2011/000895/06)
(the "Issuer")

 NOTICE TO THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER THE ZAR10,000,000,000 ASSET BACKED DOMESTIC MEDIUM TERM NOTE
  PROGRAMME OF THE ISSUER IN TERMS OF THE PROGRAMME MEMORANDUM
  DATED ON OR ABOUT 24 AUGUST 2011

                  General Issuer Code: BISPDR

                  Instrument Code: SPDA6           ISIN Code: ZAG000118704
                  Instrument Code: SPDA7           ISIN Code: ZAG000135807
                  Instrument Code: SPDA8           ISIN Code: ZAG000135872
                  Instrument Code: SPDA9           ISIN Code: ZAG000138892
                  Instrument Code: SPDA10          ISIN Code: ZAG000138900
                  Instrument Code: SPDA11          ISIN Code: ZAG000145939
                  Instrument Code: SPDA12          ISIN Code: ZAG000145947




A. NOTICE AND PURPOSE

Pursuant to a Notice issued to the holder of the Notes ("Noteholders") dated 5 July 2019
(the "Initial Announcement"), the Issuer gave notice that a meeting ("Meeting") of the
Noteholders of the Issuer, holding Notes issued by the Issuer under the Issuer's
ZAR10,000,000,000 asset backed domestic medium term note programme established in
terms of a programme memorandum dated on or about 24 August 2011 ("Programme
Memorandum") will be held at 14:00 on 29 July 2019 at the offices of TMF Corporate
Services South Africa Proprietary Limited, at 1st Floor, Building 15, Woodlands
Office Park, 20 Woodlands Drive, Woodmead, 2191, for the purposes of considering,
and, if deemed fit, passing, with or without modification, the Special Resolutions set out
under D of the Initial Announcement.

The Issuer and Guarantor SPV, having given further consideration to the wording of the
proposed amendment to the Programme Memorandum as set out in Special Resolution 1
of the Initial Announcement, wish to further expand on the wording in Special Resolution
1 in order to create greater certainty and to clarify the time period by which the Guarantor
SPV may extend a further remedy period and the events to which such further remedy
period would be applicable.

Capitalised terms and expressions used in this notice, and not otherwise defined herein,
shall have the meanings assigned to such terms and expressions in the Programme
Memorandum.

B. SPECIAL RESOLUTION 1

The Issuer, wishes to supplement and amend the wording in Special Resolution 1, the
supplemented wording being set out in bold, such that the definition of "Early Amortisation
Events", as set out in the section of the Programme Memorandum entitled "Interpretation"



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and in the section of the Programme Memorandum entitled "Summary Information", is
amended as follows –

      SPECIAL RESOLUTION 1: AMENDMENTS TO THE DEFINITION OF "EARLY
      AMORTISATION EVENTS", UNDER THE SECTION OF THE PROGRAMME
      MEMORANDUM ENTITLED "INTERPRETATION" AND UNDER THE SECTION
      OF THE PROGRAMME MEMORANDUM ENTITLED "SUMMARY
      INFORMATION"

      "RESOLVED AS A SPECIAL RESOLUTION THAT the definition of "Early
      Amortisation Events", as set out in the section of the Programme Memorandum
      entitled "Interpretation" and in the section of the Programme Memorandum entitled
      "Summary Information", be and is hereby amended by the deletion of the definition
      in its entirety and the substitution thereof with the following new definition, which
      amendments are for ease of reference reflected hereunder by underlined text for
      insertions and strikethrough text for deletions –

      "Early Amortisation Events" - the occurrence of any one or more of the following
      events, as determined by the Administrator and/or the Guarantor SPV -

      (a)    the Administrator and the Servicer agree that the Programme should wind-
             down prior to the Programme Termination Date;

      (b)    as at any Determination Date, a breach of a Portfolio Covenant and such
             breach is not remedied by the Issuer within a period of 15 days of such
             breach having occurred;

      (c)    as at any Determination Date, a breach of a Performance Covenant and such
             breach is not remedied by the Issuer within a period of 15 days of such
             breach having occurred;

      (d)    a Servicer Default occurs or the Servicer's appointment is terminated for
             any reason whatsoever;

      (e)    an Event of Default occurs and an Enforcement Notice is delivered by the
             Guarantor SPV;

      (f)    a failure by the Issuer to redeem any Tranche of Notes on the Scheduled
             Maturity Date of such Tranche of Notes;

      (g)    a balance of more than ZAR5,000,000 or 5% of the Principal Amount
             Outstanding of the Notes whichever is the greater, remains in the Asset
             Purchase Ledger on two consecutive Payment Dates;

      (h)    failure by the Issuer to maintain the Reserve Fund at the Reserve Fund
             Required Amount on two consecutive Payment Dates;

      (i)    a Hedge Counterparty Default occurs and no replacement Hedge
             Counterparty is appointed by the second Payment Date following such
             default; and or

      (j)    the Programme Wide Liquidity Facility Agreement is terminated and no
             replacement Liquidity Facility Provider is appointed by the second Payment
             Date following such termination,


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       provided that, save for (e) above, should the occurrence of any of the other
       above events not result in an Event of Default, and such event is capable of remedy
       within a further extended period of time, the Guarantor SPV, in its discretion, may
       agree to extend the remedy period, in relation to such event, by such further period
       as the Guarantor SPV reasonably deems fit, which shall not be longer than 15
       days;"."

C. VOTING

For purposes of the Meeting and the voting on the passing of the Special Resolutions,
Noteholders are advised that the wording of Special Resolution 1, as set out in this notice,
will be deemed to supplement and replace Special Resolution 1 in the Initial
Announcement.

In respect of those Noteholders who have already voted and have returned their proxy
forms, such Noteholders do not have to re-vote on the passing of Special Resolution 1.

This notice does not amend or interrupt the notice period which was contained in the Initial
Announcement.


By order of the board of the Company.


JOHANNESBURG
23 July 2019

Transactional Debt Sponsor
The Standard Bank of South Africa Limited, acting through its Corporate and Investment
Banking division



Debt Sponsor
Merchantec Capital




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Date: 23/07/2019 05:29:00
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