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INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED - IDC Programme Memorandum Dispensation
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 ("IDC") 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 b) Condition 17 (AMENDMENTS) of the Terms and Conditions is superseded in its entirety with the provisions of Section 7.26.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 written resolution." 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 http://www.idc.co.za. Johannesburg 15 March 2019 Debt Sponsor 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'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.