SUPER GROUP LIMITED - BISGL - Notice of Request for Written Consent of Noteholders

BISGL - Notice of Request for Written Consent of Noteholders

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1943/016107/06)
Debt company code: BISGL
LEI: 378900A8FDADE26AD654
(“Super Group” or “the Issuer”)

NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH CONDITIONS
21.3 OF THE TERMS AND CONDITIONS


1.    This notice of request for written consent (this Consent Request) is delivered by the Issuer to each
      holder of Notes (the Noteholders) issued under the Issuer’s ZAR5,000,000,000 domestic medium
      term note programme (the Programme), established pursuant to a programme memorandum dated
      22 October 2013 (the Programme Memorandum) pursuant to the section headed “Terms and
      Conditions of the Notes” (the Terms and Conditions), in accordance with Condition 20 (Notices) of
      the Terms and Conditions for the purposes of obtaining the relevant Noteholders’ written consent
      for the passing of the Extraordinary Resolution in paragraph 4 below.

2.    The Issuer wishes to amend and restate the Terms and Conditions of the Programme Memorandum
      (the Amended and Restated Programme Memorandum) in its entirety, in terms of which, the
      Company may from time to time issue notes, which expression shall include Senior Notes and
      Subordinated Notes (collectively, the Notes)

3.    Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
      thereto in the Programme Memorandum.

4.    The Issuer seeks the Noteholders’ written consent in accordance with Condition 20 (Notices) of the
      Terms and Conditions to pass the following Extraordinary Resolution:

4.1        Extraordinary Resolution No. 1:

           THAT the Noteholders of all Notes Outstanding consent to:

4.1.1         the Issuer amending and restating the Terms and Conditions of the Programme, as contained in
              the Amended and Restated Programme Memorandum in its entirety, which will apply to all
              Notes issued under the Programme and will in respect of such Notes, supersede and replace the
              Terms and Conditions of the Programme Memorandum in its entirety;

4.1.2         subject to the passing of Extraordinary Resolution 4.1.1 above, any consequential changes to
              the Applicable Pricing Supplement(s) of all Notes Outstanding.

5.    The draft Amended and Restated Programme Memorandum which will apply to all Notes issued or to
      be issued under the Programme is available on the Issuer’s website at
      http://www.supergroup.co.za/investors/bondholder-centre. The amendments marked-up against
      the current Programme Memorandum are also available on the Issuer’s website at
      http://www.supergroup.co.za/investors/bondholder-centre.

6.    The Noteholders are requested to provide their consent to the abovementioned proposals by voting
      in relation to the Extraordinary Resolution specified in the Consent Notice attached to the full Notice
      of Written Request released by STRATE Proprietary Limited and delivering same to the registered
      office of the relevant Participant that provided said Noteholder with the Consent Notice, and
      providing a copy thereof to the Issuer, for the attention of Ms Delia Patterson and e-mailed to
      delia.patterson@rmb.co.za, by no later than 17h00 on 9 April 2020 in accordance with the terms and
      conditions of Annexure A attached to the full Notice of Written Request. The relevant 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 Resolution and any abstentions.

7.    This Notice is being delivered to Strate Proprietary Limited in accordance with Condition 22
      (Meetings of Noteholders / Consent Process) of the Terms and Conditions as read with Condition 20
      (Notices) of the Terms and Conditions. The record date to be recorded in the Register to receive this
      Consent Request is 12 March 2020.




12 March 2020

Debt Sponsor
RAND MERCHANT BANK
(A division of FirstRand Bank Limited)
Think Precinct, 1 Merchant Place
Cnr Fredman Drive & Rivonia Road
Sandton 2196, South Africa
P O Box 786273, Sandton, 2146, South Africa

Date: 12-03-2020 01:40:00
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,
 information disseminated through SENS.