CURRO HOLDINGS LIMITED - ZAR2,000,000,000 Domestic Medium Term Note Programme

ZAR2,000,000,000 Domestic Medium Term Note Programme

CURRO HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/025801/06)
Alpha code: COHI

CURRO HOLDINGS LIMITED ZAR2,000,000,000 DOMESTIC MEDIUM TERM
NOTE PROGRAMME

Reference is made to (a) the Curro Holdings Limited
ZAR2,000,000,000    Domestic   Medium   Term    Note   Programme
("Programme") and the Programme Memorandum dated 18 November
2013 ("Programme Memorandum") prepared by Curro Holdings Limited
("Issuer") in respect of the Programme and (b) the amended JSE
Debt Listings Requirements (effective 15 October 2018) ("Amended
JSE   Debt   Listings   Requirements").   References   in   this
announcement to any Section are to that Section of the Amended
JSE Debt Listings Requirements.

Unless otherwise defined in this SENS announcement, capitalised
terms used in this SENS announcement bear the meanings ascribed
to them in in the section of the Programme Memorandum headed
"Terms and Conditions" ("Terms and Conditions").

Noteholders are hereby notified that:

a)   Section 7.26 provides for the procedure to amend the Terms
     and Conditions (including the Applicable Terms and
     Conditions).

b)   Condition 20 (AMENDMENT OF THESE CONDITIONS) of the Terms
     and Conditions is deleted and replaced in its entirety with
     the provisions of Section 7.26.

c)   Section 7.27 provides, in relation to a meeting of
     Noteholders, (i) for the application of the sections in the
     Companies Act, 2008 ("Companies Act") that relate to
     "notice of meetings", "conduct of meetings" and "meeting
     quorums and adjournment" as if the references in such
     sections to "shareholders" and "company", respectively,
     were references to "Noteholders" and "Issuer" respectively
     (ii) for such meeting to be announced on SENS and for the
     announcement to state the date that the Issuer has selected
     to determine which Noteholders recorded in the Register
     will receive the notice of meeting and the last date by
     which proxy forms must be submitted, (iii) for voting by
     proxy and (iv) for the application of the sections in the
     Companies Act that provide for the form of proxy form.
     Section 7.28 provides that a written resolution to
     Noteholders must state the date that the Issuer has
     selected to determine which Noteholders recorded in the
     Register will receive the notice of written resolution.
d)   Condition 21 (MEETINGS OF NOTEHOLDERS) of the Terms and
     Conditions is deleted and replaced in its entirety with the
     provisions of Section 7.27 and Section 7.28.

e)   The Issuer confirms that, at the time the next update is
     required to be made to the Programme Memorandum in terms
     of Section 7.24 (as read with Section 7.25) or for any
     other reason, the Issuer will procure that such update will
     provide, in addition, for (a) Condition 20 (AMENDMENT OF
     THESE CONDITIONS) of the Terms and Conditions to be amended
     to reflect the provisions of Section 7.26 and (b) for
     Condition 21 (MEETINGS OF NOTEHOLDERS) of the Terms and
     Conditions to be amended to reflect the provisions of
     Section 7.27 and Section 7.28.

f)   The Amended JSE Debt Listings Requirements are available
     on the JSE’s website at www.jse.co.za.

g)   The "Curro Holdings Limited Annual Report" of the Issuer
     for the financial year ended 31 December 2017 is
     incorporated by reference into the Programme Memorandum
     (see the section of the Programme Memorandum headed
     "Documents Incorporated by Reference"). This annual report
     updates the description of the Issuer and its business set
     out in the section of the Programme Memorandum headed
     "Description of the Issuer". This annual report is
     available for inspection, upon request, during normal
     office hours, at the Specified Office of the Issuer. In
     addition, this annual report is available on the following
     website: www.curro.co.za.

7 December 2018

Debt Sponsor
PSG Capital

Date: 07/12/2018 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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