Wrap Text
BIIIPL - Notice of Noteholders Meeting
iNguza Investments (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2008/003346/06)
Company code: BIIIPL
(“iNguza” or “the Issuer”)
NOTICE OF NOTEHOLDERS' MEETING
Notice is hereby given to all Noteholders holding Notes issued under the Issuer's ZAR25 000 000 000 note
programme ("Programme") pursuant to the programme memorandum originally dated 16 April 2008 (the
"Programme Memorandum") in accordance with Condition 18.4 (Notice of Meeting) of the terms and
conditions (the "Conditions") of the Notes that a meeting of the Noteholders will be held at 09:00 on Friday,
8 February 2019, at the offices of Rand Merchant Bank at 1 Merchant Place, Rivonia Road, Sandton,
Johannesburg, 2196 (the "Noteholders Meeting"), at which meeting the Special Resolution set out below will
be considered and, if deemed fit, passed with or without modification.
Save as otherwise defined, words and expressions used in this notice have the meanings given to them in the
Conditions.
WHEREAS:
1. There have been several updates to applicable legislation, the JSE Debt Listings Requirements and the
Strate Rules since the Programme Memorandum was last updated. The Issuer proposes to amend the
Programme Memorandum, including the Conditions, to align these with the current regulatory
environment and to make certain commercial improvements to the Conditions, in particular relating to
issues not adequately dealt with in the Conditions.
2. In terms of Condition 19 (Amendment of Conditions) and in relation to each Transaction:
(a) if in the reasonable opinion of the relevant Security SPV any amendment to the Conditions may
prejudice the right of all Voting Counterparties of that Transaction or a particular Class of
Voting Counterparties of that Transaction, such amendment may only be made with the prior
authorisation by way of a Special Resolution of all the Voting Counterparties or of that Class
of Voting Counterparties;
(b) any amendment to the Conditions not referred to in Condition (a) and any amendment to any
Transaction Document to which the Issuer is a Party, may only be made with the prior written
consent of the Security SPV considering the position of Voting Counterparties of that
Transaction in general; and
(c) unless specifically specified to the contrary, any amendment to these Conditions and/or any
Transaction Document shall only affect the Transaction and the Transaction Documents to
which such Transaction relates and shall not have any effect on the documents and/or
Conditions applicable to any other Transaction.
3. Accordingly the Issuer hereby gives notice of a meeting of the Noteholders holding Notes issued under
each Transaction under the Programme Memorandum, pursuant to Condition 19.1.1 read with
Condition 17 (Notices), at which Noteholders under each Transaction are requested to consider and
approve the amended and restated Programme Memorandum (including the Conditions) attached as
Annexure B to this Notice ("Proposed Amendments"). The Issuer accordingly requests that
Noteholders approve the Special Resolution set out below.
IT IS RESOLVED THAT
Special Resolution Number 1: Amendment of the Note Programme
The Noteholders hereby approve the Proposed Amendments to the Programme Memorandum as set out
in the document attached to the notice of the Noteholders' meeting at which this Special Resolution is
approved and as initialled by the chairman of the meeting for identification purposes (with or without
modifications approved at such Noteholder meeting). The Noteholders further instruct and authorise
the Security SPV to conclude whatever documents may be required in order to give effect to the
Proposed Amendments and these resolutions.
4. The Proposed Amendments will be approved in relation to a Transaction (including all Notes and
Transaction Documents relating to that Transaction) if:
(a) Noteholders holding in aggregate more than 50% of the votes exercisable by Noteholders in
relation to that Transaction as at the date of the meeting are present in person or by Proxy
(quorum); and
(b) a majority consisting of not less than 75% of the Noteholders in relation to that Transaction
present in person or by Proxy and voting at that meeting vote to approve the Proposed
Amendments.
5. On a show of hands, every Noteholder present in person or by Proxy shall have one vote in relation to
each Transaction in relation to which they hold Notes. On a poll, every Noteholder present in person or
by Proxy shall have one vote for every ZAR1 000 000 of the Outstanding Principle Amount owing to
that Noteholder in respect of a Transaction as at the date of the meeting.
6. There are no restrictions imposed on the Noteholders in respect of the voting and passing of the Special
Resolution.
7. In respect of uncertificated Notes held through Strate, the Noteholders of record holding such
uncertificated Notes on behalf of the holders of beneficial interests in such Notes shall vote at the
meeting on behalf of the holders of beneficial interests in such Notes (unless a proxy or letter of
representation is given to the holder of the beneficial interest) and in accordance with the instructions
by the holders of such beneficial interests to their Central Securities Depository Participant ("CSDP")
(or its nominee) in accordance with the Applicable Procedures. If the CSDP of a holder of beneficial
interests in the Notes does not contact such holder, then such holder is advised to contact such holder's
CSDP and provide such CSDP with the holder's voting instructions.
8. Proxies
(a) In terms of Condition 18.10 (Proxies and Representatives), a Noteholder may by an instrument
in writing (a "proxy form") signed by the Noteholder or his duly authorised agent or, in the
case of a juristic person, signed on its behalf by a duly authorised officer, appoint any person (a
"Proxy") to act on its behalf in connection with any meeting or proposed meeting. A person
appointed to act as Proxy need not be a Noteholder.
(b) A proxy form is attached as Annexure A for those Noteholders who wish to be represented by
proxy at the Noteholders Meeting. No Form of Proxy shall be valid after the expiration of six
months from the date named in it as its date of execution.
(c) Please note that the proxy form should be sent to the Noteholder’s CSDP and copies sent to
Strate Proprietary Limited at cdadmin@strate.co.za and Rand Merchant Bank, c/o Burger van
der Merwe, at burger.vandermerwe@rmb.co.za, at any time before the time, or on the date,
appointed for holding the meeting or adjourned meeting of the Noteholders.
9. Important dates relating to the Noteholders Meeting:
2019
Record date to determine Noteholders entitled to receive Notice of Noteholder Meeting: Friday, 18 January
Forms of Proxy should be lodged with the CSDP, Strate and RMB before on on: Friday, 8 February
Noteholders Meeting: Friday, 8 February
Results of the Noteholders Meeting will be published on SENS on or before: Tuesday, 12 February
10. Any queries relating to the Proposed Amendment may be addressed by Noteholders to the Issuer at the
contact details set out below or, in the case of holders of beneficial interests in uncertificated Notes held
through a CSDP, to the relevant CSDP to be conveyed to the Issuer.
Issuer Administrator
1 Merchant Place FirstRand Bank Limited (acting through its
155, 5th Street Rand Merchant Bank division)
Cnr. Fredman Drive & Rivonia Road 1 Merchant Place
Sandown, Sandton 155, 5th Street
2196 Cnr. Fredman Drive & Rivonia Road
Sandown, Sandton
Attention: Head: IBD Off Balance Sheet Team 2196
Tel: +27 (0)11 282 8000 Attention: Head: IBD Structuring Team
Tel: +27 (0)11 282 8000
The form of proxy is attached to the notice of meeting request released by STRATE to the CSDPs.
BY ORDER OF THE BOARD OF THE ISSUER
INGUZA INVESTMENTS (RF) LIMITED
18 January 2019
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 18/01/2019 03:50:00 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 
