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Notice of Request for Written Consent - ZA065, BNPEUR, BNPASI, BNPWOR, BNPUSA
BNP Paribas Arbitrage Issuance B.V.
(Incorporated in the Netherlands)
JSE ZA065 BNPEUR BNPASI BNPWOR BNPUSA
Stock
Code:
ISIN ZAE000186722 ZAE000188678 ZAE000188348 ZAE000188355 ZAE000188330
Series CE1035SAD CE1042BRD CE1047BRD CE1048BRD CE1046BRD
NOTICE OF REQUEST FOR WRITTEN CONSENT FROM THE HOLDERS OF
BNP PARIBAS ARBITRAGE ISSUANCE B.V.’s INDEX SECURITIES DUE 10
DECEMBER 2018 AND FUND SECURITIES DUE 4 MARCH 2019
1. This notice of request for consent (this “Consent Request”) is delivered
by BNP Paribas Arbitrage Issuance B.V. (the “Issuer”) to the holders of
the Certificates (the “Holder”) issued under the Issuer’s Note, Warrant
and Certificate Programme pursuant to a base prospectus dated 3 June
2013, as supplemented from time to time (the “Base Prospectus”) read
together with the JSE Placement Document dated 21 November 2013,
as amended and/or supplemented from time to time (the “JSE
Placement Document”), in accordance with Condition 7 (Notices) of the
section headed “Additional Terms and Conditions” in the JSE Placement
Document (the “Additional Terms and Conditions”) for purposes of
obtaining the Holders’ written consent to amend and restate the Pricing
Supplements of the Certificates issued under Stock Code ZA065 dated
5 December 2013 relating to the ZAR 3,000,000,000 Index Securities,
Series CE1035SAD, the Certificates issued under Stock Code BNPEUR
dated 18 February 2014 relating to the ZAR 5,000,000,000 Fund
Securities due 4 March 2019, Series CE1042BRD, the Certificates
issued under Stock Code BNPUSA dated 18 February 2014 relating to
the ZAR 5,000,000,000 Fund Securities due 4 March 2019, Series
CE1046BRD, the Certificates issued under Stock Code BNPASI dated
18 February 2014 relating to ZAR 5,000,000,000 Fund Securities due 4
March 2019, Series CE1047BRD and Certificates issued under Stock
Code BNPWOR dated 18 February 2014 relating to the ZAR
5,000,000,000 Fund Securities due 4 March 2019, Series CE1048BRD
(collectively the “Certificates”).
2. Capitalised terms used herein which are not otherwise defined shall
bear the meaning ascribed thereto in the Additional Terms and
Conditions read together with the Pricing Supplements relating to the
Certificates.
3. The Issuer seeks the Holders’ consent in accordance with Condition 6.2
(Amendment of these Additional Terms and Conditions) of the
Additional Terms and Conditions to:
3.1 waive the requirement that the Holders be given at least 21
(twenty one) calendar days notice in terms of Condition 6.1.6
(Notice) of the Additional Terms and Conditions before the Issuer
can request that the Holder provide its consent to the proposal
set out below; and
3.2 amend and restate the Pricing Supplements relating to the
Certificates, by
3.2.1 in respect of all of the Certificates, revising the “Number of
Securities” specified under the section entitled “Specific
Provisions For Each Series” to the “Number of Securities
outstanding as at 26 April 2017”, and in respect of Series
CE1035SAD replacing “3,000,000,000” with “1,000,000”
CE1042BRD replacing “5,000,000,000” with “100,000,000”
CE1046BRD replacing “5,000,000,000” with “100,000,000”
CE1047BRD replacing “5,000,000,000” with “100,000,000”
CE1048BRD replacing “5,000,000,000” with “350,000,000”;
3.2.2 in relation to the Fund Securities, replacing the reference to “4
March 2019” under the current definition of “Redemption Date”
under the section headed “Specific Provisions for each
Series” and in relation to the Index Securities, replacing the
reference to “10 December 2018” under the current definition
of “Redemption Date” under the section headed “Specific
Provisions for each Series”, with reference to the amended
redemption date, being “2 June 2017”;
3.2.3 by inserting “Not applicable” under “Last Day to Register” and
“Books Closed Period” under items (8) and (9) of the section
headed “General Provisions” and deleting the existing
definitions specified for each of these terms;
3.2.4 by inserting the definitions “Record Date: 26 May 2017”,
“Last Day to Trade: 23 May 2017”, “Ex-Date: 24 May 2017”,
“Finalisation Date: 16 May 2017” and “Declaration Date: 9
May 2017” as new items (10) to (14) under the section headed
“General Provisions”;
3.2.5 by replacing reference to “18 February 2019” in the definition
of “Final Calculation Date” in item 32(b) of the Fund Securities,
and replacing reference to “26 November 2018” in the
definition of “Redemption Valuation Date” in item 44 (y) of the
Index Securities, with reference to the amended final
calculation date, being “12 May 2017”.”
4. The Holders are requested to provide their consent by completing the
Consent Notice (available on request from the South African Transfer
Agent) and delivering the same to the registered office of the relevant
CSD Participant that provided said Holder with the Consent Request
and providing a copy thereof to the Issuer at the following email
addresses compliance@za.bnpparibas.com and
cib.legal.sig@bnpparibas.com by no later than 17h00 on 25 April 2017
in accordance with the terms and conditions of the Consent Notice. The
relevant CSD Participant will then notify Strate Proprietary Limited of
the total number of Consent Notices received, both in favour and not in
favour of the proposed amendment.
5. The Holders are also requested to note the substitution of the THEAM
Quant Equity Europe GURU fund with the THEAM QUANT Equity
Europe Guru I EUR Cap Fund as a consequence of the occurrence of an
Extraordinary Fund Event, in item 32(a) and the consequential changes
to item 32(b) and Annex 1 of the Pricing Supplement in respect of
Series CE1042BRD, as notified to the market via SENS on 4 February
2016. Holders are also requested to note the substitution of the
THEAM Quant GURU Asia fund with the THEAM Equity Asia GURU
Fund as a consequence of the occurrence of an Extraordinary Fund
Event, in item 32(a) and the consequential changes to item 32(b) and
Annex 1 of the Pricing Supplement in respect of Series CE1047BRD, as
notified to the market via SENS on 28 December 2015. Similarly
Holders are requested to note the substitution of the THEAM Quant
Equity US GURU with the THEAM Quant Equity US GURU Sicav I
Shares – ACC as a consequence of the occurrence of an Extraordinary
Fund Event, in item 32(a) and the consequential changes to item 32(b)
and Annex 1 of the Pricing Supplement in respect of Series
CE1046BRD, as notified to the market via SENS on 5 April 2017.
6. The changes marked-up against the Pricing Supplements and the
Consent Notice are available on request from the South African
Transfer Agent. Requests for copies of these documents should be sent
to Charmaine Jacobs at Computershare Investor Services Proprietary
limited, Charmaine.Jacobs@computershare.co.za and by telephone at
+27 011 370 5000.
7. This Consent Request is being delivered to the JSE Limited in
accordance with Condition 6.2 (Amendment of these Additional Terms
and Conditions) of the Additional Terms and Conditions as read with
Condition 7 (Notices) of the Additional Terms and Conditions.
8. This Consent Request shall be governed and construed in accordance
with the laws of England and nothing in this notice shall be construed
as a waiver of any rights we may have with respect to the Certificates.
9. For further information on the Certificates issued please contact:
Michael Schneider BNP Tel:(+33)140 1496 15
Johannesburg
10 April 2017
Debt Sponsor
The Standard Bank of South Africa Limited
Date: 10/04/2017 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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