| Wed 27 Nov 2019, 17:02 | | ENX GROUP LIMITED - EQS06 - Notice of a Meeting of the Holders of the EQS06 Notes |
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EQS06 - Notice of a Meeting of the Holders of the EQS06 Notes:
enX Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1984/007045/06)
Company code: BIEQS1
Bond Code: EQS06
ISIN: ZAG000104449
("enX")
NOTICE OF A MEETING OF THE HOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE EQS06
ISSUED BY ENX CORPORATION LIMITED UNDER ITS R4,000,000,000 DOMESTIC MEDIUM TERM NOTE
PROGRAMME
1. Pursuant to Condition 20 of the Terms and Conditions, the Issuer hereby gives notice that a meeting of
the holders of the outstanding Notes (the Notes) held under Stock Code EQS06 issued by the Issuer under
its R4,000,000,000 Domestic Medium Term Note Programme (the Noteholders), will be held on Friday,
20 December 2019 at 11h30 at the offices of enX Corporation Limited, 11 Gross Street, Tunney Industrial
Estate, Elandsfontein (Noteholders Meeting) at which the resolutions set out below will be considered
and, if deemed fit, passed with or without modification.
2. Unless otherwise defined, words and expressions used in this notice will bear the same meanings as in
the programme memorandum of the Issuer dated 7 May 2018, as amended or supplemented (the
Programme Memorandum), read with the Applicable Pricing Supplements for the Notes.
3. The record date to be recorded in the Register to receive the notice of this meeting is the date of
publication of this notice on the stock exchange news service (SENS). The record date to be recorded in
the Register to vote at the Noteholders Meeting is Friday, 13 December 2019.
WHEREAS
4. In terms of Condition 20.5 of the Terms and Conditions, written notice of a meeting of the Noteholders is
to be given to the Noteholders at least 15 Business Days prior to the meeting. The meeting convened in
terms of this notice has been convened with the required notice of at least 15 Business Days, as required
by the JSE Debt Listings Requirements.
AND FURTHER WHEREAS
5. enX Group Limited (Listco) has entered into an agreement with Bidvest Bank Limited and Bidvest Group
Limited (collectively referred to as Bidvest) for the divestment of certain legal entities in which the Eqstra
Fleet Management and Logistics Business is conducted (the Transaction), as announced on SENS on 16
July 2019. The Transaction is subject to the fulfilment (or waiver) of various conditions precedent,
including the approval of Noteholders of outstanding Notes of amendments to provide for the early
redemption of the Notes. The closing of the Transaction will occur on the first business day of a month.
6. In respect of the Notes, the Issuer accordingly wishes to provide for the early redemption of the Notes at
the option of the Issuer.
7. The Issuer requests the Noteholders of the Notes to approve, by Extraordinary Resolution of the
Noteholders of the Notes, the resolutions set out below.
8. For the purpose of the resolutions, the Effective Date means the date of the SENS announcement in
which the Issuer notifies Noteholders of the outcome of the Noteholder Meeting.
9. An Extraordinary Resolution of the Noteholders of the Notes means a resolution passed at a properly
constituted meeting of the Noteholders of the Notes, by a majority consisting of not less than 66,67% of
the value of the votes cast at a poll by the Noteholders of the Notes, present in person or by proxy.
10. If approved, any amendments to the Applicable Pricing Supplement of the Notes will be effected by way
of a supplement to that Applicable Pricing Supplement, each of which will be made available on the
website of the JSE Limited (JSE) at www.jse.co.za and on the website of the Listco at
https://www.enxgroup.co.za/dmtn-programme/.
11. PROXIES (FOR USE BY HOLDERS OF NOTES HELD IN CERTIFICATED FORM)
11.1 In terms of Condition 20.11 of the Terms and Conditions, a Noteholder entitled to attend and vote
at a meeting of the Noteholders is entitled to appoint a proxy to act on his behalf in connection
with such meeting.
11.2 A person appointed to act as proxy need not be a Noteholder.
11.3 A form of proxy (proxy form) is attached as Schedule "1" to the notice disseminated by Strate
Proprietary Limited for those of the Noteholders who wish to be represented by proxy at the
meeting.
11.4 Please note that the proxy form should be sent to Strate Proprietary Limited at Strate-
CDAdmin@strate.co.za, and a copy should be sent to the Issuer, c/o Sonia van der Walt at
svdwalt@enxgroup.co.za, at any time before the time, and on the date, appointed for holding the
meeting or adjourned meeting of the Noteholders specified above.
11.5 For the avoidance of doubt, please note that all voting rights to be exercised in respect of Notes
held in uncertificated form, may be exercised only by Strate Proprietary Limited for the holders of
Beneficial Interests in such Notes, in accordance with the Applicable Procedures. If the Central
Securities Depository Participant (CSDP) of a holder of Beneficial Interests 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.
IT IS RESOLVED THAT:
1. EXTRAORDINARY RESOLUTION NUMBER 1 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD
UNDER STOCK CODE EQS06 (THE NOTEHOLDERS)
Pursuant to Condition 17.2 of the Terms and Conditions, with effect from the Effective Date, the
Noteholders approve:
1.1 that the following additional provision be added to the terms and conditions of the Notes under
"Other provisions", to provide for the early redemption of the Notes at the option of the Issuer:
1.1.1 The Issuer shall be entitled, having given not less than 5 Business Days' notice to the
Noteholders in accordance with Condition 16 (which notice shall be irrevocable), to redeem
all the Notes then outstanding, in whole, on any Business Day after 9 January 2020, at the
Optional Redemption Amount(s) calculated as specified below. No accrued unpaid interest
will be payable in addition to the Optional Redemption Amount.
1.1.2 The Optional Redemption Amount means the present value of the Maturity Amount,
discounted at the Interpolated Screen Rate for the Remaining Period.
For the purpose of this calculation:
the Maturity Amount means the Outstanding Principal Amount of the Notes plus the
Interest Amount that would have been payable at maturity of the Notes on 9 April
2020;
the Interpolated Screen Rate means the rate (rounded to the same number of
decimal places as the two relevant screen rates for ZAR-JIBAR-SAFEX (the Screen
Rate) which results from interpolating on a linear basis between (i) the Screen Rate
for the longest period (for which the Screen Rate is available) which is less than the
Remaining Period; and (ii) the Screen Rate for the shortest period (for which the
Screen Rate is available) which exceeds the Remaining Period, each as of 11h00 on
the first day of the Remaining Period;
the Remaining Period means period from (and including) the date of early redemption
to (but excluding) 9 April 2020.
1.1.3 The Optional Redemption Amount will be calculated by the Calculation Agent.
1.1.4 The Issuer will, at least 5 Business Days before the Optional Redemption Date, cause the
Optional Redemption Amount (together with the supporting calculation from the Calculation
Agent) to be notified to the Noteholders (in the manner set out in Condition 16), the Issuer,
the Central Securities Depository and JSE.
BY ORDER OF THE BOARD OF THE ISSUER
ENX CORPORATION LIMITED
27 November 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 27-11-2019 05:02:00
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