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ING383 ING384 - Notice Requesting Written Extraordinary Resolution
iNguza Investments (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2008/003346/06)
Company code: BIIIPL
Bond code: ING383 ISIN: ZAG000154048
Bond code: ING384 ISIN: ZAG000154055
(“iNguza”)
NOTICE REQUESTING WRITTEN EXTRAORDINARY RESOLUTION
Notice is hereby given to noteholders holding Notes with stock codes ING383 (ISIN ZAG000154048) and
ING384 (ISIN ZAG000154055) (the "Affected Notes") issued under the Issuer's ZAR25 000 000 000 asset-
backed note programme ("Programme") pursuant to the amended programme memorandum dated 12 February
2019 (the "Programme Memorandum") in accordance with Condition 21.5 (Decisions taken other than at a
meeting) of the terms and conditions (the "Conditions") of the Notes that the Issuer proposes to amend the
Conditions of the Affected Notes by amending the applicable Pricing Supplements as set out below and requests
the consent of the holders of the Affected Notes in each Series ("Relevant Noteholders") to the Proposed
Amendments by means of a written extraordinary resolution ("Written Extraordinary Resolution") of
Relevant Noteholders holding not less than 66.67% of the Outstanding Principal Amount of Affected Notes in
each Series.
Save as otherwise defined, words and expressions used in this notice have the meanings given to them in the
Conditions.
WHEREAS:
1. The obligor in respect of the Underlying Assets has requested that the final repayment date in respect
of the Underlying Assets be amended. Accordingly, the Issuer hereby presents this request to the
Relevant Noteholders.
2. In terms of Condition 22 (Amendment of Conditions) and in relation to each Class of Voting
Counterparties under the Transaction, the Issuer must, after obtaining conditional formal approval from
the JSE on the amended Conditions, obtain the prior approval of at least 66.67% (sixty-six comma six
seven percent) (the "Required Approval Percentage") of voting rights entitled to be exercised by
Voting Counterparties of a particular Class of Voting Counterparties by either:
(a) notice and written consent:
(i) giving notice of the intention to make such amendment to all of the affected Voting
Counterparties of a Transaction in accordance with Condition 20; and
(ii) a written consent to, or written agreement effecting, the proposed amendments and
signed by or on behalf of the Issuer and by or on behalf of the members of the relevant
Class of Noteholders holding not less than 66.67% (sixty six comma six seven percent)
of the Outstanding Principal Amount of the Notes entitled to vote on the matter; or
(b) sending a written notice, together with the amended Conditions or any supplement to the
Conditions to all Voting Counterparties of a Transaction or a particular Class of Voting
Counterparties of that Transaction, as the case may be, requesting approval of the amendments
by way of a Written Extraordinary Resolution passed either at a meeting of the relevant Voting
Counterparties or by written resolution in accordance with the relevant provisions of Condition
21 (Decisions by Voting Counterparties);
3. Condition 22 (Amendment of Conditions) further provides that:
(a) any amendment to any Programme Document or 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
(b) 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.
4. Accordingly, the Issuer hereby requests that each Series of Relevant Noteholders approve the Written
Extraordinary Resolution (set out below) to amend the Conditions of each Series of Affected Notes
(including each applicable Pricing Supplement) in the relevant Series. The Issuer accordingly requests
that Noteholders approve the Special Resolution set out below.
IT IS RESOLVED THAT
Extraordinary Resolution in respect of Notes with stock code number ING383:
The Noteholders hereby approve and consent to the amendment of the terms and conditions of the Notes
(including the applicable Pricing Supplement) by amending the Maturity Date set out in the applicable
Pricing Supplement from 30 June 2020 to 30 June 2021.
The Noteholders further instruct and authorise the Security SPV to conclude whatever documents may
be required in order to give effect to the approved amendments and these resolutions.
Extraordinary Resolution in respect of Notes with stock code number ING384:
The Noteholders hereby approve and consent to the following amendments to the terms and conditions
of the Notes (including the applicable Pricing Supplement):
(a) amending the Aggregate Nominal Amount at item 8 of the applicable Pricing Supplement
from ZAR 325 139 137 to ZAR 360,877,035;
(b) amending the Issue Price at item 16 of the applicable Pricing Supplement from 77.81551% to
70.10939%;
(c) amending the Maturity Date at item 18 of the applicable Pricing Supplement from 30 September
2020 to 30 September 2021;
(d) amending the Last Date to Register at item 22 of the applicable Pricing Supplement from 24
September 2020 to 24 September 2021;
(e) amending the Books Close Period at item 23 of the applicable Pricing Supplement from 25
September 2020 to 29 September 2020 to 25 September 2021 to 29 September 2021; and
(f) amending the Implied Yield at item 24 of the applicable Pricing Supplement from 13.986% to
14.032%.
The Noteholders further instruct and authorise the Security SPV to conclude whatever documents may
be required in order to give effect to the approved amendments and these resolutions.
5. The Extraordinary Resolution will be approved in relation to a Series of Notes (including all Transaction
Documents relating to that Transaction) if, and when, a majority consisting of not less than 66.67%
(sixty-six comma six seven percent) of the Relevant Noteholders in that Series have approved the
Extraordinary Resolution.
6. There are no restrictions imposed on the Noteholders in respect of the voting and passing of the
Extraordinary Resolution.
7. Noteholders are required to sign the Written Extraordinary Resolution voting form attached to the notice
requesting written extraordinary resolution (thereby indicating their irrevocable vote) and deliver a
signed copy thereof to Strate Proprietary Limited ("Strate") and the Issuer at the contact details set out
in paragraph 11 below by not later than 12h00 on 20 September 2019.
8. 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 on behalf
of the holders of beneficial interests in such Notes (unless a written consent 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. The signed Written Extraordinary Resolution voting
form must be submitted by the relevant CSDP for each Noteholder to Strate by no later than 12h00 on
20 September 2019. 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 irrevocable voting instructions.
9. Please note that the signed Written Extraordinary Resolution voting form should be sent to the
Noteholder’s CSDP and the Issuer and copies sent to Strate at Strate-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 Last day to submit.
10. Important dates relating to the Written Extraordinary Resolution:
2019
Record date to determine Noteholders entitled to receive Notice of Friday, 23 August
Request for Written Extraordinary Resolution:
Last day to submit election in respect of the Written Extraordinary Friday, 20 September
Resolution:
Results of Written Extraordinary Resolution: 48 hours after the Required
Approval Percentage is
obtained
11. 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
1 Merchant Place
Cnr. Fredman Drive & Rivonia Road
Sandown, Sandton
2196
Attention: Director: iNguza Investments (RF) Limited
Email: burger.vandermerwe@rmb.co.za
Tel: +27 (0)11 282 8000
The written resolution voting form for ING383 and ING384, inclusive of the marked-up versions of the pricing
supplements, have been included in the notice requesting written extraordinary resolution distributed by Strate.
23 August 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
4
Date: 23/08/2019 08:00:00
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