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UBBI2 - Notice requesting Written Consent from the Holders of UU2A07, UU2A08, UU2B03, UU2C03 and UU2D03
Urban Ubomi 2 (RF) Limited
(Incorporated in South Africa as a public company with limited liability under
registration number 2024/072898/06))
("Urban Ubomi 2")
Issuer Code: UBBI2
NOTICE REQUESTING WRITTEN CONSENT FROM THE HOLDERS OF THE NOTES HELD UNDER STOCK CODES UU2A07, UU2A08, UU2B03, UU2C03 AND UU2D03,
RESPECTIVELY, ISSUED BY URBAN UBOMI 2 (RF) LIMITED UNDER ITS R5,000,000,000 MORTGAGE-BACKED SECURITIES PROGRAMME
1. Pursuant to Condition 17 (Notices) of the Terms and Conditions of the Notes, the Issuer hereby
gives notice requesting written consent from the holders of the Notes ("Noteholders") held under
Stock Codes UU2A07, UU2A08, UU2B03, UU2C03 and UU2D03, respectively (the "Notes"),
issued by the Issuer under its R5,000,000,000 Mortgage-Backed Securities Programme, to the
written Extraordinary Resolutions 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 programme memorandum of the Issuer dated 30 August 2024 (the "Programme
Memorandum"), read with the Applicable Pricing Supplements for the Notes.
3. The record date to be recorded in the Register to receive this notice of request for written consent,
and to vote on the proposed written Extraordinary Resolutions, is the date of publication of this
notice on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on
20 October 2025 ("SENS").
WHEREAS
4. In terms of Condition 22.13 (Written Resolutions) of the Terms and Conditions of the Notes, the
Noteholders are required to sign the written Extraordinary Resolutions and deliver a signed copy
thereof, as set out in paragraph 9 below, by no later than 17h00 on 17 November 2025, being 20
Business Days after the date of publication of this notice on SENS.
AND FURTHER WHEREAS
5. Subject to the written approval of the Security SPV for the proposed amendments and the written
confirmation by the Rating Agency that the proposed amendments will not cause it to downgrade
the Ratings of the Notes, the Issuer wishes to:
5.1 classify the Notes as sustainability use of proceeds debt securities and transfer the listing
of the Notes from the ordinary segment of the Interest Rate Market of the JSE to the
sustainability segment of the Interest Rate Market of the JSE. The Notes are currently listed
as vanilla bonds on the interest rate market of the JSE because the JSE required
confirmation that TUHF's Sustainable Bond Framework (the "Framework") aligned with the
updated principles published by the International Capital Market Association (ICMA) in June
2025 and the updates to the Loan Market Association principles published in March 2025,
respectively. IBIS (now trading as SLR Consulting (South Africa) Proprietary Limited) issued
a supplementary letter dated 8 September 2025 confirming that based on their review of the
Framework against the updated principles that the existing Framework remains aligned with
the 2025 editions of the respective principles and that no material changes are required to
the Framework to remain aligned with the updated principles. In light of this confirmation
from IBIS, the JSE have confirmed that they do not require an updated Framework or
second party opinion pursuant to paragraph 6.80(d) of the DSS Requirements; and
5.2 amend the Applicable Pricing Supplements to describe TUHF's Sustainable Bond
Framework.
6. REQUEST
The Issuer requests the Noteholders to approve, by written Extraordinary Resolutions of the
Noteholders of the respective Notes, the Extraordinary Resolutions set out below, for the reasons
set out in paragraph 5 above.
7. DEFINITION OF EXTRAORDINARY RESOLUTION
7.1 In terms of Condition 22.13 (Written Resolutions), a written Extraordinary Resolution of the
Noteholders of the respective Notes, means a resolution in writing submitted to the
Noteholders of the relevant Series of Notes, entitled to exercise voting rights in relation to
the resolution, and signed by Noteholders holding at least 66.67% of the Outstanding
Principal Amount of the relevant Series of Notes, within 20 Business Days after the written
resolution was submitted to such Noteholders.
7.2 In accordance with Condition 20 (No voting rights on Notes held by Issuer), the Issuer will
have no voting rights in respect of any Notes held by it.
AND WHEREAS
8. If approved, the amendments to the Applicable Pricing Supplements will be effected by way of a
supplement to each Applicable Pricing Supplement. The draft supplements will be made available
on the website of the Issuer at https://www.tuhf.co.za/category/investor-documents/urban-ubomi-
2/ on the date of publication of this notice on SENS.
9. SUBMISSION OF SIGNED RESOLUTION BY NOTEHOLDERS
1. Each Noteholder is required to sign the written resolution and deliver a signed copy thereof,
by no later than 17h00 on 17 November 2025, by e-mail to:
(a) the relevant Central Securities Depository Participant of that Noteholder (that
provided the Noteholder with this notice); and
(b) the Issuer, c/o the Administrator, TUHF Limited, for the attention of the Chief
Financial Officer at the following e-mail address: ilonar@tuhf.co.za.
9.1 On receipt of the signed written resolution from each Noteholder, the relevant Central
Securities Depository Participant is required to notify Strate Proprietary Limited of the
Noteholder's vote for, against or abstaining from voting in respect of the written resolution
together with the Outstanding Principal Amount of the Notes held and voted on by that
Noteholder in the signed written resolution, by e-mail to Strate-CDAdmin@strate.co.za by
no later than 17 November 2025.
20 October 2025
Debt Sponsor: The Standard Bank of South Africa Limited
Date: 20-10-2025 04:10:00
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