LOMBARD INSURANCE COMPANY LIMITED - LIC - Notice of Request for Written Consent of Noteholders

LIC - Notice of Request for Written Consent of Noteholders

Lombard Insurance Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1990/001253/06)
Company code: LIC
(“Lombard” or the “Issuer”)


NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS

1.      This notice of request for written consent (this Consent Request) is delivered by the Issuer to each
        holder of Notes (as defined below) (the Noteholders) issued under the Issuer’s ZAR1,000,000,000
        Unsecured Subordinated Note Programme (the Programme) pursuant to the section headed “Terms and
        Conditions of the Notes” (the Terms and Conditions) in the programme memorandum dated
        17 November 2014, as amended and restated from time to time (the Programme Memorandum), in
        accordance with Condition 17 (Notices) of the Terms and Conditions for the purposes of obtaining the
        Noteholders’ written consent for (i) the delisting of each of the Notes (as defined below) from the JSE
        Limited (JSE); (ii) the deregistration of the Programme Memorandum from the JSE; and (iii) various
        amendments to the Programme Memorandum and each applicable pricing supplement to reflect the
        Delisting and Deregistration (each as defined below) in accordance with the terms of Condition 19
        (Modification) 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 Issuer has proposed the removal of the Notes (the Delisting) and the subsequent deregistration
           of the Programme Memorandum (the Deregistration) from the JSE to optimise management of the
           notes and enhance the process with bondholders in terms of communication and business insights.
           The Issuer’s view is that the Delisting and Deregistration of the Programme Memorandum will allow
           for:

3.1.1         much easier and efficient communication of detailed information with investors and/or
              noteholders; and

3.1.2         a more cost effective process for issuing unlisted notes in the future.

3.2        Due to the Issuer’s small issuance size, and the historic lack of trading of the Notes, the Issuer does
           not require to have the instruments listed.
3.3        The Issuer has a consistent concentrated group of investors/noteholders who are supportive of the
           Issuer’s business, and foresee that the Delisting and Deregistration of the Programme Memorandum
           would not significantly affect its register.

3.4        Following the Delisting and the Deregistration, it is anticipated that the Issuer will amend and restate
           the Programme Memorandum (the Amended and Restated Programme Memorandum) and each
           applicable pricing supplement (the Amended and Restated Applicable Pricing Supplements) in
           respect of each Note to reflect the Delisting and Deregistration, whereafter the Issuer will issue
           unlisted notes under the Amended and Restated Programme Memorandum.

3.5        The Issuer currently has the following notes in issue:

3.5.1         ZAR100,000,000 Unsecured Subordinated Floating Rate Notes due 30 January 2024 with bond
              code LOM02;

3.5.2         ZAR100,000,000 Unsecured Subordinated Floating Rate Notes due 25 November 2024 with bond
              code LOM03; and

3.5.3         ZAR100,000,000 Unsecured Subordinated Floating Rate Notes due 25 May 2025 with bond code
              LOM04,

           collectively referred to herein as the Notes.

4.      Written Consent sought from the Noteholders

        The Issuer seeks the Noteholders’ consent in accordance with Condition 19 (Modification) of the Terms
        and Conditions to pass the following Extraordinary Resolutions:

4.1        “Extraordinary Resolution No. 1:

           THAT the Noteholders consent to the Delisting and the subsequent amendment and restatement of
           the each of the existing applicable pricing supplements relating to the each of the Notes to give effect
           to the Delisting.

4.2        Extraordinary Resolution No. 2:

           THAT, subject to the consent of the Noteholders pursuant to Extraordinary Resolution No. 1 above, the
           Noteholders consent to the Deregistration of the Programme Memorandum from the JSE and the
           subsequent amendment and restatement of the Programme Memorandum (including the Terms and
           Conditions) to reflect the Deregistration.
4.3      Extraordinary Resolution No. 3:

         THAT the Issuer be authorised to enter into any documentation or to take any necessary steps to give
         effect to the consents specified in Extraordinary Resolutions No.1 and No.2 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 the
      Applicable Pricing Supplements respectively, to reflect the proposed changes, will be published on the
      Issuer’s website at https://www.lombardins.com/compliance/.

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 attached to the full Notice of
      the Written Request, as Annexure A, by Strate Proprietary Limited (“STRATE”) 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 Rand Merchant Bank, a division of FirstRand Bank Limited for the
      attention of Delia Patterson at delia.patterson@rmb.co.za by no later than 17h00 on 23 June 2021 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 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.    This Consent Request will be delivered to STRATE in accordance with Condition 19 (Modification) of the
      Terms and Conditions as read with Condition 17 (Notices) of the Terms and Conditions. The record date
      to be recorded in the Register to receive the Consent Request is 25 May 2021.




25 May 2021

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 25-05-2021 04:49:00
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