IDC Programme Memorandum Dispensation
Industrial Development Corporation of South Africa limited
(Incorporated in the Republic of South Africa)
(Registration No. 1940/014201/06)
Issuer code: IN02
Programme Memorandum Dispensation
1.1. Reference is made to (a) the Industrial Development Corporation of South Africa
Limited ZAR40,000,000,000 Domestic Medium Term Note Programme ("Programme")
and the Amended and Updated Programme Memorandum dated 13 May 2015
("Programme Memorandum") prepared by the Industrial Development Corporation of
South Africa Limited (established as a body corporate in terms of Section 2 of the
Industrial Development Corporation Act, 1940) ("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.
1.2. The Issuer is a state-owned entity which is regulated by the Industrial Development
Corporation Act, 1940 ("IDC Act") and the "Regulations Framed in accordance with the
Provisions of Section 18 of the Industrial Development Corporation Act, 1940" ("IDC
Regulations"). In terms of section 22 (Application of Companies Act) of the IDC Act,
the Companies Act, 2008 ("Companies Act") does not apply to the Issuer UNLESS the
relevant Minister under the IDC Act ("IDC Minister"), by notice in the Gazette, applies
to the Issuer any provision of the Companies Act, or any amendment thereof "which is
not inconsistent with the provisions of [the IDC] Act".
1.3. Unless otherwise defined in this SENS announcement, capitalised terms used in this
SENS announcement bear the meanings ascribed to them in the section of the
Programme Memorandum headed "Terms and Conditions of the Notes"
("Terms and Conditions").
1.4. 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b) Condition 17 (AMENDMENTS) of the Terms and Conditions is superseded in its
entirety with the provisions of Section 7.26.
c) Section 7.27 and Section 28 (Requirements for a meeting or written resolution of
holders of debt securities) set out, among other things, the requirements for
meetings of Noteholders. Section 7.27 purports to apply certain provisions of
the Companies Act to the Issuer. Subject to section 22 (Application of
Companies Act) of the IDC Act, the Companies Act does not (and cannot be
made to) apply to the Issuer (see paragraph 5.2 above).
d) In order to ensure the validity of an update to Condition 18 (MEETINGS OF
NOTEHOLDERS) of the Terms and Conditions to reflect the provisions of
Section 7.28 and, insofar as is possible, the substantive provisions of Section
7.27, the provisions of Condition 18 (MEETINGS OF NOTEHOLDERS) are
superseded in their entirety by the following amended Condition 18
(MEETINGS OF NOTEHOLDERS):
"Without Section 7.27 directly applying any of the provisions of the Companies
Act to the Issuer, but otherwise as contemplated in Section 7.27, the
provisions of the amended Condition 18 (MEETINGS OF NOTEHOLDERS)
provide, in relation to a meeting of Noteholders, (i) for a replication of the
sections in the 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 a replication of the sections in
the Companies Act that provide for the form of proxy form; except to the extent
(if any) that any of such provisions conflict with any of the provisions of the
IDC Act and/or the IDC Regulations.
The provisions of the amended Condition 18 (MEETINGS OF
NOTEHOLDERS) provide, as contemplated in Section 7.28, 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
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 17 (AMENDMENTS) of the Terms and
Conditions to be amended to reflect the provisions of Section 7.26 and (b)
Condition 18 (MEETINGS OF NOTEHOLDERS) of the Terms and Conditions
to be amended IN FULL to reflect (subject to sub-paragraph (d) above) 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 annual report of the Issuer for the financial year ended 31 March 2018 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 Issuer's website at
15 March 2019
The Standard Bank of South Africa Limited
Date: 15/03/2019 01:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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