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Announcement regarding the notice of request for written consent of noteholders - CGRI
CALGRO M3 DEVELOPMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1996/017246/06
JSE Alpha code: CGRI
(Calgro M3 Developments or the Existing Issuer)
ANNOUNCEMENT REGARDING THE NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. The notice of request for written consent (the Consent Request) has been delivered by the Existing Issuer
to each holder of Notes (as defined below) (the Noteholders) issued under the Issuer’s ZAR2,000,000,000
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 14
December 2017, 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 various amendments as required in terms of Condition 20 (Amendment
of these Terms and Conditions) of the Terms and Conditions.
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto
in the Terms and Conditions.
3. Background
3.1 The Existing Issuer and/or the Group has undergone an internal restructure and/or reorganisation in
accordance with its internal process to ensure a more efficient and streamlined internal process from
an accounting and legislative perspective and to avoid any duplication of requirements under the
JSE Listing Requirements (the Reorganisation). As a result of the Reorganisation, the group structure
has changed.
3.2 Following the Reorganisation, it is anticipated that Calgro M3 Holdings Limited, an existing guarantor
under the Programme Memorandum (the Existing Guarantor) will be substituted for the Existing Issuer
under the Programme Memorandum, such that going forward the Existing Guarantor will for all
intents and purposes be the issuer under the Programme Memorandum, in such capacity as New
Issuer, assuming all rights and obligations of the Existing Issuer. The Existing Issuer will remain part of the
Programme however in such capacity as guarantor and will for all intents and purposes, be
regarded as the New Guarantor, assuming all rights and obligations of the Existing Guarantor.
3.3 The Existing Issuer currently has the following notes in issue requiring Noteholder consent:
3.3.1 ZAR45,000,000 Senior Unsecured Floating Rate Notes due 3 August 2023 with stock code CGR42;
3.3.2 ZAR18,000,000 Senior Unsecured Floating Rate Notes due 8 February 2022 with stock code CGR43;
3.3.3 ZAR45,000,000 Senior Unsecured Floating Rate Notes due 30 October 2021 with stock code
CGR45;
3.3.4 ZAR40,000,000 Senior Unsecured Floating Rate Notes due 28 February 2023 with stock code
CGR46;
3.3.5 ZAR60,000,000 Senior Unsecured Floating Rate Notes due 28 February 2025 with stock code
CGR47;
3.3.6 ZAR50,000,000 Senior Unsecured Floating Rate Notes due 30 September 2023 with stock code
CGR48U;
3.3.7 ZAR50,000,000 Senior Unsecured Floating Rate Notes due 30 September 2024 with stock code
CGR49U;
3.3.8 ZAR33,000,000 Senior Unsecured Floating Rate Notes due 23 October 2023 with stock code
CGR50; and
3.3.9 ZAR48,000,000 Senior Unsecured Floating Rate Notes due 23 October 2024 with stock code
CGR51,
collectively, the Notes.
4. Written Consent sought from the Noteholders
The Existing Issuer seeks the Noteholders’ consent in accordance with Condition 20 (Amendment of
these Terms and Conditions) of the Terms and Conditions to pass the following Extraordinary Resolutions:
4.1 Extraordinary Resolution No. 1:
THAT the Noteholders consent to:
4.1.1 the substitution of the Existing Issuer with the Existing Guarantor as the New Issuer such that the
Existing Guarantor (as New Issuer), assumes all rights and obligations of the Existing Issuer pursuant
to the Terms and Conditions of the Programme; and
4.1.2 the substitution of the Existing Guarantor with the Existing Issuer as the New Guarantor, such that
the Existing Issuer, as the New Guarantor, assumes all rights and obligations of the Existing
Guarantor pursuant to the Noteholders Guarantee, and will then irrevocably and unconditionally
guarantee to the Noteholders the due and punctual payment by the New Issuer of all amounts
now owing by the New Issuer in respect of the Outstanding Notes issued under the Programme
before, on and after the Programme Date.
4.2 Extraordinary Resolution No. 2:
THAT the Noteholders consent to the amendment and restatement of the Programme Memorandum
(including the Terms and Conditions and the form of the Guarantee) to give effect to the proposed
changes (the Amended and Restated Programme Memorandum).
4.3 Extraordinary Resolution No. 3:
THAT the Noteholders consent to the amendment and restatement of the each of the existing
applicable pricing supplements relating to the each of the Notes) to give effect to the proposed
changes (the Amended and Restated Applicable Pricing Supplements).
4.4 Extraordinary Resolution No. 4:
THAT the New Issuer and the New Guarantor be authorised to enter into any documentation or to
take necessary steps to give effect to the consent specified in Extraordinary Resolutions No.1 to No.3
above.
5. A copy of the Amended and Restated Programme Memorandum and each of the Amended and
Restated Applicable Pricing Supplements, marked-up against the previous Programme Memorandum
and Applicable Pricing Supplements, to reflect the proposed changes, will be available on the Existing
Issuer’s website at www.calgrom3.com from 30 March 2021.
6. The Noteholders are requested to provide their consent to the abovementioned proposals by voting in
relation to the Extraordinary Resolutions specified in the Consent Notice, annexed as Annexure A to the
Consent Request, 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 Nedbank Limited, acting
through its Corporate and Investment Banking Division and the Issuer for the attention of Mr. Waldi
Joubert at Waldi@calgrom3.com by no later than 17h00 on 30 April 2021 in accordance with the terms
and conditions of Annexure A. 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 and any abstentions.
7. The Consent Request has been delivered to Strate Proprietary Limited in accordance with Condition 20
(Amendment of these Terms and Conditions) of the Terms and Conditions as read with Condition 19
(Notices) of the Terms and Conditions. The record date to be recorded in the Register to receive the
Consent Request is 29 March 2021.
30 March 2021
Debt Sponsor
Nedbank Corporate and Investment Banking
Date: 30-03-2021 08:30:00
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