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Notification of the voting results in respect of the request for written consent of noteholders - CGRI
CALGRO M3 DEVELOPMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1996/017246/06
JSE Alpha code: CGRI
(Calgro M3 Developments or the Existing Issuer)
NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
Unless otherwise defined herein, capitalised terms shall have the same meaning as set forth in the Consent
Request (as defined below).
Noteholders are referred to the notice of request for written consent released on SENS on 30 March 2021 (the
Consent Request), in which the Extraordinary Resolutions set out below were proposed:
• Extraordinary Resolution No. 1:
THAT the Noteholders consent to:
1.1. the substitution of the Existing Issuer with the Existing Guarantor as the New Issuer such that the Existing
Guarantor (as New Issuer), assumes all rights and obligations of the Existing Issuer pursuant to the
Terms and Conditions of the Programme; and
1.2. the substitution of the Existing Guarantor with the Existing Issuer as the New Guarantor, such that the
Existing Issuer, as the New Guarantor, assumes all rights and obligations of the Existing Guarantor
pursuant to the Noteholders Guarantee, and will then irrevocably and unconditionally guarantee to
the Noteholders the due and punctual payment by the New Issuer of all amounts now owing by the
New Issuer in respect of the Outstanding Notes issued under the Programme before, on and after the
Programme Date.
• Extraordinary Resolution No. 2:
THAT the Noteholders consent to the amendment and restatement of the Programme Memorandum
(including the Terms and Conditions and the form of the Guarantee) to give effect to the proposed
changes.
• Extraordinary Resolution No. 3:
THAT the Noteholders consent to the amendment and restatement of the each of the existing applicable
pricing supplements relating to the each of the Notes) to give effect to the proposed changes.
• Extraordinary Resolution No. 4:
THAT the New Issuer and the New Guarantor be authorised to enter into any documentation or to take
necessary steps to give effect to the consent specified in Extraordinary Resolutions No.1 to No.3 above.
In this regard, the Existing Issuer confirms the voting results from the Consent Request in relation to the total
nominal amount of those classes of debt securities that were affected by the amendments are as follows:
Bond Code Extraordinary Debt Debt Voted Votes Votes
Resolution securities securities carried for against the abstained as
voted as a voted the resolution as a
Rand value disclosed as resolution as a percentage
a a percentage
percentage percentage
CGR42 1 45,000,000.00 100 0 100 0
2 45,000,000.00 100 0 100 0
3 45,000,000.00 100 0 100 0
4 45,000,000.00 100 0 100 0
CGR43 1 10,000,000.00 0 0 0 0
2 10,000,000.00 0 0 0 0
3 10,000,000.00 0 0 0 0
4 10,000,000.00 0 0 0 0
CGR45 1 20,000,000.00 100 0 100 0
2 20,000,000.00 100 0 100 0
3 20,000,000.00 100 0 100 0
4 20,000,000.00 100 0 100 0
CGR46 1 40,000,000.00 100 100 0 0
2 40,000,000.00 100 100 0 0
3 40,000,000.00 100 100 0 0
4 40,000,000.00 100 100 0 0
CGR47 1 60,000,000.00 100 100 0 0
2 60,000,000.00 100 100 0 0
3 60,000,000.00 100 100 0 0
4 60,000,000.00 100 100 0 0
CGR48U 1 23,000,000.00 46 100 0 54
2 23,000,000.00 46 100 0 54
3 23,000,000.00 46 100 0 54
4 23,000,000.00 46 100 0 54
CGR49U 1 50,000,000.00 100 100 0 0
2 50,000,000.00 100 100 0 0
3 50,000,000.00 100 100 0 0
4 50,000,000.00 100 100 0 0
CGR50 1 33,000,000.00 100 100 0 0
2 33,000,000.00 100 100 0 0
3 33,000,000.00 100 100 0 0
4 33,000,000.00 100 100 0 0
CGR51 1 48,000,000.00 100 100 0 0
2 48,000,000.00 100 100 0 0
3 48,000,000.00 100 100 0 0
4 48,000,000.00 100 100 0 0
Following the above voting results, the requisite majority of 66.67% was obtained.
4 May 2021
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 04-05-2021 02:02:00
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