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CREDE INVESTOR I BRIDGE TO BOND (RF) PROPRIETARY LIMITED - Notice of Request for Written Consent of Noteholders

Release Date: 15/07/2025 15:54
Code(s): CDII01     PDF:  
Wrap Text
Notice of Request for Written Consent of Noteholders

CREDE INVESTOR I BRIDGE TO BOND (RF) LIMITED
Incorporated in the Republic of South Africa with Limited Liability
(Registration Number: 2021/118487/07)
Alpha Code: CDII01
ISIN: ZAG000214503
("CREDE" OR "ISSUER")


NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS

1.     Crede Investor I Bridge To Bond (RF) Limited (the "Issuer") established a ZAR10,000,000,000 asset-backed note
       programme pursuant to a master programme memorandum dated 25 October 2022 (the "Programme
       Memorandum") and established Transaction 2 in terms of an applicable transaction supplement issued by the Issuer
       dated 2 April 2025 (the "Applicable Transaction Supplement"), in terms of which the Issuer may issue Notes from
       time to time.

2.     Capitalised terms and expressions used herein and not otherwise defined herein shall bear the meanings ascribed
       to those terms and expressions in the section of the Programme Memorandum titled "Definitions and Interpretation"
       and in the section of the Applicable Transaction Supplement entitled "Transaction Specific Definitions".

3.     This notice is delivered to the holders of the Class A1 Notes (stock code CDII01) in accordance with paragraph
       6.22(b)(ii) of the Debt and Specialist Securities Listings Requirements of the JSE Limited.

4.     On 9 April 2025, the Issuer issued ZAR260,000,000 Secured Class A1 Notes (the "Relevant Notes") pursuant to
       an Applicable Pricing Supplement dated 3 April 2025 (the "Applicable Pricing Supplement") and utilised the
       proceeds of the issuance to acquire the Participating Asset which references the Reference Entity and the
       Reference Obligation (all as defined in the Applicable Pricing Supplement).

5.     The Issuer wishes to amend certain provisions of the Applicable Pricing Supplement in order to align the Interest
       Payment Dates and Final Redemption Date of the Relevant Notes with the interest payment dates and the maturity
       date of the Reference Obligation. Accordingly, the Issuer seeks the approval of the Class A1 Noteholders for certain
       amendments to the Applicable Pricing Supplement all of which are set out in the amended Applicable Pricing
       Supplement ("Amended Applicable Pricing Supplement") attached to the notice as Annexure A.

6.     The approval of the Class A1 Noteholders referred to in paragraph 4 above is requested by written Extraordinary
       Resolution ("Written Extraordinary Resolution") in terms of condition 21.15.1 of the Terms and Conditions of the
       Notes, in a form attached to the Notice as Annexure B.

7.     The date that the Issuer has selected to determine which Class A1 Noteholders recorded in the Register will receive
       this notice, is 15July 2025.

8.     There are no restrictions imposed on the Class A1 Noteholders in respect of the voting and passing of the Written
       Extraordinary Resolution.

9.     The Class A1 Noteholders are required to sign the Written Extraordinary Resolution and deliver a signed copy
       thereof in the manner set out in paragraph 10 below.

10.    The signed Written Extraordinary Resolution must be lodged with the relevant Participant of each Class A1
       Noteholder by no later than 17h00 on 12 August 2025, as follows -
10.1      a copy of such Written Extraordinary Resolution must be emailed to the relevant Participant (with the original to
          follow shortly thereafter); and

10.2      on receipt of the Written Extraordinary Resolution, the relevant Participant will notify STRATE Proprietary
          Limited of the total Principal Amount of the Class A1 Noteholders that have signed the Written Extraordinary
          Resolution, by email to Strate-CDAdmin@strate.co.za.

11.    A copy of the signed Written Extraordinary Resolution must also be emailed to the Issuer, for the attention of Mr
       Sandile Sokhela at sandile.sokhela@credepartners.co.za .

Yours sincerely
Crede Investor I Bridge To Bond (RF) Limited


Sandton
15 July 2025


Debt Sponsor
Questco Corporate Advisory



ANNEXURE A

WRITTEN EXTRAORDINARY RESOLUTION OF THE HOLDER OF CLASS A1 NOTES IN RELATION TO
TRANSACTION 2 – TELECOMMUNICATIONS ("Transaction 2")


1.     We, the undersigned, holder of Notes with the following details -
        Name of Noteholder:                          Balondolozi Investment Services (Pty) Ltd
        Class of Notes:                              Class A1
        Stock code:                                  CDII01
        Outstanding Principal Amount                 ZAR260 000 000


hereby resolve that the resolutions referred to below are passed as written Extraordinary Resolutions taken in accordance
with Condition 21.15.1 of the Terms and Conditions of the Notes.
2.     Capitalised terms and expressions used herein and not otherwise defined herein shall bear the meanings ascribed
       to those terms and expressions in the Master Programme Memorandum dated 25 October 2022 and the Applicable
       Transaction Supplement in relation to Transaction 2, dated 2 April 2025.


WHEREAS –
3.     On 9 April 2025, the Issuer the Class A1 Notes pursuant to an Applicable Pricing Supplement dated 3 April 2025
       (the "Applicable Pricing Supplement") and utilised the proceeds of the issuance to acquire the Participating Asset
       which references the Reference Entity and the Reference Obligation (all as defined in the Applicable Pricing
       Supplement).
4.     The Issuer wishes to amend the Applicable Pricing Supplement in relation to the Class A1 Notes referred to in 1
       above (the "Notes") in order to align the Interest Payment Dates and Final Redemption Date of the Notes with the
        interest payment dates and the maturity date of the Reference Obligation, pursuant to an amended and restated
        Applicable Pricing Supplement, attached as Annexure A to the notice issued by the Issuer to the Noteholders on
        15 July 2025 (the "Notice").
5.      We hereby waive any notice period referred to in the Terms and Conditions of the Notes.
6.      A copy of this signed Written Extraordinary Resolution shall be lodged with the relevant Participant at the time and
        in the manner referred to below -
6.1        a copy of this Written Extraordinary Resolution must be e-mailed to the relevant Participant by no later than
           12 August 2025; and

6.2        on receipt of this Written Extraordinary Resolution, the relevant Participant will notify STRATE Proprietary
           Limited of the total Outstanding Principal Amount of the holders of the Notes that have signed the Written
           Extraordinary Resolution, by e-mail to Strate CDAdmin@strate.co.za .

7.      A signed copy of this Written Extraordinary Resolution must also be e-mailed to the Issuer, for the attention of
        Sandile Sokhela at sandile.sokhela@credepartners.co.za .

IT IS HEREBY RESOLVED BY THE HOLDER OF THE NOTES REFERRED TO IN PARAGRAPH 1 ABOVE THAT:


EXTRAORDINARY RESOLUTION NO 1:
RESOLVED AS AN EXTRAORDINARY RESOLUTION THAT, the existing Applicable Pricing Supplement issued by the
Issuer in relation to the Notes, be replaced by the amended and restated Applicable Pricing Supplement attached as
Annexure A to the Notice.
                                                                                       Number of Votes
                                                                           For            Against             Abstain
 Extraordinary Resolution 1: Amendment of Applicable Pricing
 Supplement




______________________________________
For: Balondolozi Investment Services (Pty) Ltd
Name:
duly authorised hereto

Date: 15-07-2025 03:54:00
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