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TUHF LIMITED - Amendment of Certain Terms and Conditions: TUHF Limited ZAR 1 Billion Domestic Medium Term Note Programme

Release Date: 15/10/2018 17:10
Code(s): TUHF01     PDF:  
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Amendment of Certain Terms and Conditions: TUHF Limited ZAR 1 Billion Domestic Medium Term Note Programme

TUHF Limited
Incorporated in the Republic of South Africa
(Registration number 2007/025898/06)
Stock Code: TUHF01
ISIN Code: ZAG000141623


AMENDMENT OF CERTAIN TERMS AND CONDITIONS: TUHF LIMITED ZAR1 BILLION DOMESTIC MEDIUM TERM NOTE PROGRAMME



1.1.    Reference is made to (a) the TUHF Limited ZAR1,000,000,000 Domestic Medium Term Note
        Programme ("Programme") and the Consolidated Amended Programme Memorandum signed
        on 10 November 2017 ("Programme Memorandum") prepared by TUHF Limited ("Issuer") in
        respect of the Programme and (b) the amended JSE Debt Listings Requirements (effective
        30 October 2017) ("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.    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").

1.3.     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 21 (AMENDMENT) of the Terms and Conditions is replaced in its entirety with
               the provisions of Section 7.26.
         c)    Section 7.27 provides, in relation to meetings of Noteholders, (i) for the applications 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 22 (MEETINGS OF NOTEHOLDERS) of the Terms and Conditions is replaced
               in its entirety with the provisions of Section 7.27 and Section 7.28.
        e)     The Amended JSE Debt Listings Requirements are available on the JSE’s website at
               www.jse.co.za.
        f)     The annual report of the TUHF Group 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, among other things, the description of the Issuer and its business set out
               in the section of the Programme Memorandum headed "Description of the Issuer and
               TUHF Holdings"). 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: http://www.tuhf.co.za.
Johannesburg
15 October 2018

Debt Sponsor
Merchantec Capital

Date: 15/10/2018 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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