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Amendments to the Terms of the UBS Portfolio Notes linked to the Absa re Efficient Portfolio 1 Portfolio
UBS AG, London Branch
("UBS AG" or the "Company")
(Incorporated and domiciled in Switzerland)
(Registration number: CHE-101.329.561)
Amendments to the Terms of the UBS Portfolio Notes ("Notes”) linked to
the actively managed portfolio Notes issued on 26 February 2018
Alpha Code: UEFPCA
ISIN: ZAE000255477
Reference Portfolio Absa re Efficient Portfolio 1 Portfolio
1. Background
Noteholders of the above mentioned Note issued on 26 February 2018
("Noteholders") are referred to the announcement dated 15 December 2022 in
terms of which Noteholders were advised that the Issuer is extending the
Expiration Date of the Notes issued in accordance with Information
Memorandum dated 16 September 2019 ("Information Memorandum"), as
supplemented, updated or replaced from time to time and the amended and
restated Final Terms dated 7 May 2021 ("Terms").
All capitalised terms not otherwise defined in this announcement, shall
have the meaning given thereto in the Information Memorandum as read with
the Terms.
It has come to the Issuer's attention that it erroneously extended the
Expiration Date of the Notes as the Terms did not provide for any extension
of the Expiration Date. The Issuer wishes to rectify this by amending
paragraph 9 of the Terms, with retrospective effect, as follows
("Amendments"):
"(i) Maturity Date: The third Business Day immediately
following the Expiration Date (as such
date may be adjusted in accordance with
the Additional Provisions in paragraph
46 (Additional Provisions) below).
(ii) Expiration Date: Subject to the Notes not having already
been redeemed early and/or cancelled in
accordance with the Conditions, and to
the Additional Provisions in paragraph
46 (Additional Provisions) below, 10
February 2023 (subject to Market
Disruption Events provisions, Early
Termination, Automatic Early
Termination, Stop Loss Event
provisions and Unwind Disruption
provisions), subject to extension at
the option of the Issuer on two
separate occasions, on each such
occasion for an additional 5 years
period (from the initial scheduled
Expiration Date stated above or from
the extended Expiration Date when
relevant, each such date the "Original
Expiration Date"), with a notice period
of 90 calendar days prior to the
relevant Original Expiration Date.
With respect to an extension of the
term in accordance with the above
paragraph, the Noteholder may, in
respect of 100% of the Notes it owns,
elect to redeem such Notes on the
Redemption Date following the relevant
Original Expiration Date (and the
relevant Notes shall be redeemed on
such date at the Optional Redemption
Amount) (such option for the Investor,
the "Expiration Extension Termination
Option") by providing notice to the
Issuer between the Last Date to Trade
and the relevant Original Expiration
Date. Provided in each case, that if
the initial scheduled or relevant
extended Expiration Date is not a
Constituents Business Day, then the
first following day that is a
Constituents Business Day shall
apply."
2. Process for effecting Amendments
In terms of clause 15(2)(b) of the Information Memorandum, amendments to
the Terms that are not of a technical nature, required to correct a manifest
error or to comply with mandatory provisions of the applicable law, may
only be made with the prior authorisation of an Extraordinary Resolution
of (i) all of the Noteholders; or (ii) the Noteholders of the particular
Series of Notes; or (iii) with the prior written consent of Noteholders
holding not less than 75% of the outstanding Nominal Amount of all the
Notes or the Notes of the particular Series of notes, as the case may be.
3. Notice of Written Resolution
The Issuer hereby gives notice of an Extraordinary Resolution of
Noteholders to approve the Amendments by way of Written Resolution as
contemplated in clause 15 of the Information Memorandum and accordingly
hereby gives notice to all eligible Noteholders on the register as at 09
March 2023 of the Resolution (as defined below) to be considered and, if
deemed appropriate, approved by Noteholders in respect of the Terms
("Notice").
Noteholders are requested to consider and, if deemed appropriate, to
approve the following resolution in order to effect the Amendments
("Resolution"):
"Extraordinary Resolution
It is hereby resolved that paragraph 9 of the amended and restated terms
dated 7 May 2021 be amended, with retrospective effect from 9 February
2023, as follows:
"(i) Maturity Date: The third Business Day immediately
following the Expiration Date (as
such date may be adjusted in
accordance with the Additional
Provisions in paragraph 46
(Additional Provisions) below).
(ii) Expiration Date: Subject to the Notes not having
already been redeemed early and/or
cancelled in accordance with the
Conditions, and to the Additional
Provisions in paragraph 46
(Additional Provisions) below, 10
February 2023 (subject to Market
Disruption Events provisions,
Early Termination, Automatic Early
Termination, Stop Loss Event
provisions and Unwind Disruption
provisions), subject to extension
at the option of the Issuer on two
separate occasions, on each such
occasion for an additional 5 years
period (from the initial scheduled
Expiration Date stated above or
from the extended Expiration Date
when relevant, each such date the
"Original Expiration Date"), with
a notice period of 90 calendar
days prior to the relevant
Original Expiration Date.
With respect to an extension of
the term in accordance with the
above paragraph, the Noteholder
may, in respect of 100% of the
Notes it owns, elect to redeem
such Notes on the Redemption Date
following the relevant Original
Expiration Date (and the relevant
Notes shall be redeemed on such
date at the Optional Redemption
Amount) (such option for the
Investor, the "Expiration
Extension Termination Option") by
providing notice to the Issuer
between the Last Date to Trade and
the relevant Original Expiration
Date.
Provided in each case, that if the
initial scheduled or relevant
extended Expiration Date is not a
Constituents Business Day, then
the first following day that is a
Constituents Business Day shall
apply.""
Noteholders are required to submit votes on the Resolution to their broker
or central securities depositary participant in the manner requested by
their broker or central securities depositary participant in accordance
with the timetable set out below. Voting to take place electronically. The
Resolution will be passed once 75% of the Noteholders of this Series of
Notes have voted in favour of the Resolution. Once it has been established
that the Resolution has been adopted or rejected by Noteholders, the Issuer
will (i) release a statement on SENS to inform Noteholders thereof; and
(ii) within 48 hours after the Resolution is adopted or rejected, as the
case may be, deliver a statement to Noteholders on SENS describing the
results of the vote.
4. Salient dates
The following timetable sets out expected dates for the voting on the
Resolution:
Action Date
Record date for determining which Noteholders Thursday, 09 March 2023
are eligible to receive notice of the
Resolution
Date of publication of Notice Tuesday, 14 March 2023
Voting period opens Friday, 24 March 2023
Last day for voting Friday, 28 April 2023
Extension date for last day for voting Tuesday 09 May 2023
Publication of Results Thursday, 11 May 2023
Notes:
1. All dates and times are references to South African standard time,
unless otherwise specified.
2. The dates and times above are indicative only and may be changed by
notice given on SENS.
3. In order for the Resolution to be adopted, the requisite percentage
of voting rights exercised must have been exercised in favour of the
Resolution within 20 Constituent Business Days after the Resolution
was submitted to Noteholders. Notwithstanding this, the Resolution
shall be adopted and become effective as soon as the voting rights
exercised in favour thereof equate to the requisite percentage of all
voting rights that were entitled to be exercised on the Resolution,
which may be sooner than the last day of voting indicated to be on
Thursday, 09 May 2023.
For further information regarding the contents of this announcement, please
contact:
UBS KeyInvest South Africa
Tel.: +27 11 322 7129 / 7317
E-mail: keyinvestza@ubs.com
Web: http://keyinvest-za.ubs.com/AMC
Johannesburg
03 May 2023
Sponsor: UBS South Africa (Pty) Ltd
Date: 03-05-2023 10:15:00
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