Wrap Text
CPV01-Notice Requesting Written Consent from the Noteholders
CPV POWER PLANT NO. 1 BOND SPV (RF) LIMITED
Registration Number 2012/176922/06
(the "Issuer")
NOTICE REQUESTING WRITTEN CONSENT FROM THE HOLDERS OF THE
OUTSTANDING BONDS ISSUED BY CPV POWER PLANT NO. 1 BOND SPV (RF)
LIMITED
1. Pursuant to Condition 16 of the Terms and Conditions of the Bonds (the Bonds), the Issuer hereby
gives notice requesting written consent from the holders of the outstanding Bonds (the Bondholders)
issued by the Issuer under its Offering Circular dated 18 April 2013, of the written Extraordinary
Resolution proposed by the Issuer described below.
2. Unless otherwise defined, words and expressions used in this notice will bear the same meanings as
in the Offering Circular dated 18 April 2013 and in Extraordinary Resolution 1 below.
3. The record date to be recorded in the Register to receive this notice of request for written consent,
and to be entitled to vote on the proposed written Extraordinary Resolution, is the date of publication
of this notice on the Stock Exchange News Service (SENS) of the JSE Limited (JSE) on 17 January
2022.
WHEREAS
4. In terms of Condition 18.13 of the Terms and Conditions of the Bonds, the JSE Debt Listings
Requirements and the Companies Act, the Bondholders are required to sign the written Extraordinary
Resolution and deliver a signed copy thereof, as set out in paragraph 9 below, by no later than 17h00
on 14 February 2022, being 20 Business Days after the date of publication of this notice on
SENS.
AND FURTHER WHEREAS
5. PROPOSED AMENDMENTS AND RATIONALE
5.1 The Parent, being the project company established to undertake the Project, wishes to
refinance the loan under the Project Loan Agreement. Such refinancing is subject, amongst
other things, to the approval of the Department of Mineral Resources and Energy.
5.2 The Issuer thus wishes to amend the Conditions to:
2
(a) grant it the right, to be exercised by not later than the date that is 7 months from the
date of this notice (the Cut-Off Date), to sell the loan under the Project Loan
Agreement at a premium to its par value (the Premium); and
(b) if such right is exercised and the loan under the Project Loan Agreement is sold and
transferred by the Issuer to Newco by the Cut-Off Date, to provide for the mandatory
early redemption of the Bonds, from such sale proceeds, at a premium to the
aggregate outstanding Principal Amount of the Bonds on the date of final
redemption equal to the Premium.
5.3 The proposed amendments are set out in Extraordinary Resolution 1 below.
6. REQUEST
6.1 The Issuer accordingly requests the Bondholders to approve, by written Extraordinary
Resolution, the resolution set out below.
7. WRITTEN EXTRAORDINARY RESOLUTION
7.1 Pursuant to Condition 1.20 (Extraordinary Resolution), read with Condition 18.12 (Written
resolutions), the JSE Debt Listings Requirements and the Companies Act, a written
Extraordinary Resolution of the Bondholders means a resolution in writing submitted to the
Bondholders entitled to exercise voting rights in relation to the resolution and signed by
Bondholders holding at least 66.67% of the aggregate outstanding Principal Amount of the
Bonds, within 20 Business Days after the written resolution was submitted to such Bondholders.
7.2 In accordance with Condition 19, neither the Issuer nor the Parent will have any voting rights
in respect of Bonds which are beneficially held by or on behalf of the Issuer or the Parent.
AND WHEREAS
8. If approved, the amendments to the Offering Circular will be effected by way of a supplement to the
Offering Circular. The draft supplement is attached to this resolution as Annex 1 and will be made
available on the website of the Issuer at www.verdigris.co.za/cpv-no1-power-plant-bond-spv-rf-
limited/ on the date of publication of this notice on SENS.
9. SUBMISSION OF SIGNED RESOLUTION BY BONDHOLDERS
9.1 Each Bondholder is required to sign the written resolution and deliver a signed copy thereof,
by no later than 17h00 on 14 February 2022, by e-mail to:
(a) the relevant Central Securities Depository Participant of that Bondholder (that
provided the Bondholder with this notice);
(b) the Issuer, for the attention of Douglas Lorimer at the following email addresses:
doug@verdigris.co.za; and
(c) Investec Bank Limited, for the attention of Louis Dirker at the following e-mail
address: louis.dirker@investec.co.za.
9.2 On receipt of the signed written resolution from each Bondholder, the relevant Central Securities
Depository Participant is required to notify Strate Proprietary Limited of the Bondholder’s vote
for, against or abstaining from voting in respect of the written resolution together with the
aggregate outstanding Principal Amount of the Bonds held and voted on by that Bondholder in
the signed written resolution, by e-mail to Strate-CDAdmin@strate.co.za by no later than 14
February 2022.
3
IT IS RESOLVED BY WRITTEN RESOLUTION THAT:
1. EXTRAORDINARY RESOLUTION NUMBER 1 – APPROVAL OF THE RIGHT OF THE ISSUER TO
SELL THE RIGHTS UNDER THE PROJECT LOAN AGREEMENT AND THE MANDATORY
EARLY REDEMPTION OF THE BONDS FOLLOWING SUCH SALE
Pursuant to Condition 17.2 of the Terms and Conditions, the Bondholders approve an amendment
to the Conditions to include the following additional Condition 9.8:
(a) "The Issuer shall have the right, to be exercised by no later than the Cut-Off Date,
to sell all of its rights under the Project Loan Agreement, including the right to
repayment of all amounts outstanding thereunder, to Newco for a consideration on
the Transfer Date,calculated as follows:
(i) the outstanding capital balance in relation to the Project Loan Agreement on
the Transfer Date; plus
(ii) the Premium on the Transfer Date; plus
(iii) accrued unpaid interest on the outstanding capital balance set out in
paragraph (i) above on the Transfer Date.
(b) If the Disposal Event occurs, then the Bonds will be redeemed in full, on the Early
Redemption Date, at the Early Redemption Amount, together with the Final Interest
Amount. The sum of the Early Redemption Amount plus the Final Interest Amount
shall be allocated to each Bond in the amount that the outstanding Principal Amount
of such Bond bears to the aggregate outstanding Principal Amount of all the Bonds
on the Early Redemption Date.
(c) The Issuer will, at least 10 Business Days before the Early Redemption Date, give
notice to the Bondholders (in the manner set out in Condition 16), to the JSE if the
Bonds are listed on the JSE, and to the Central Securities Depository, of:
(i) the occurrence of the Disposal Event;
(ii) the name and registration number of Newco;
(iii) the Early Redemption Date;
(iv) the Early Redemption Amount; and
(v) the Final Interest Amount.
(d) For the purposes of this Condition:
(i) Cut-Off Date means 17 August 2022;
(ii) Disposal Event means the exercise by the Issuer of its option pursuant to
Condition 9.8 (a);
(iii) Early Redemption Date means a date notified by the Issuer to Bondholders
following the occurrence of the Disposal Event, which redemption date shall
not be later than 10 Business Days after the Transfer Date;
(iv) Early Redemption Amount means a final Instalment Amount equal to:
(A) the aggregate outstanding Principal Amount of the Bonds on the Early
4
Redemption Date; plus
(B) a premium on the aggregate outstanding Principal Amount of the
Bonds on theEarly Redemption Date, equal to the Premium;
(v) Final Interest Amount means an amount equal to the accrued unpaid
interest on the Bonds, calculated from (and including) the Instalment Date
immediately preceding the Early Redemption Date to (but excluding) the Early
Redemption Date, at the rate per annum equal to the Interest Rate, calculated
by reference to the aggregate outstanding Principal Amount of the Bonds on
the Instalment Date immediately preceding the Early Redemption Date;
(vi) Newco means the company that makes the offer to acquire the rights under the
Project Loan Agreement from the Issuer;
(vii) Premium means an amount equal to R40,000,000 (forty million); and
(viii) Transfer Date means the effective date of the sale and transfer of the rights
under the Project Loan Agreement by the Issuer to Newco, which date shall
not be later than the Cut-Off Date.
BY ORDER OF THE BOARD OF THE ISSUER
CPV POWER PLANT NO. 1 BOND SPV (RF) LIMITED
By: By: _
Director, duly authorised Director, duly authorised
Name: Name:
Date: Date:
5
SCHEDULE 1 TO THE NOTICE TO BONDHOLDERS: FORM OF WRITTEN RESOLUTION
CPV POWER PLANT NO. 1 BOND SPV (RF) LIMITED
Registration Number 2012/176922/06
(the "Issuer")
WRITTEN RESOLUTION
For use by the holders of the outstanding Bonds issued by the Issuer under its Offering Circular dated 18
April 2013, in respect of the written resolution proposed by the Issuer in the notice to Bondholders dated
17 January 2022.
Capitalised words and phrases used in this form will, unless otherwise defined, bear the same meanings
as in Offering Circular dated 18 April 2013 and in Extraordinary Resolution 1.
I/We …………………………………………………………………
(full name in BLOCK LETTERS)
being the holder(s) of the following Bonds:
Stock Code Outstanding Principal Amount (ZAR)
exercise the vote in respect of the above Outstanding Principal Amount of the Bonds of, as follows, in
respect of the following written resolution proposed by the Issuer:
For Against Abstain
EXTRAORDINARY RESOLUTION NUMBER 1 – approval of the
right of the Issuer to sell the rights under the Project Loan
Agreement and the mandatory early redemption of the Bonds
following such sale
Name of Bondholder: __
Signature:
Name of signatory:
Who warrants that he/she is duly authorised
6
ANNEX 1
DRAFT SUPPLEMENT TO OFFERING CIRCULAR
Debt Sponsor: The Standard Bank of South Africa
17 January 2022
Date: 17-01-2022 04:47:00
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.
Sharenet Sites 
