my F%$# head hurts
, I assume this is good news.
PPC002/PPC003/PPC004 - Issuer redemption and consent solicitation - Final amended guarantee
PPC Ltd
(Incorporated in the Republic of South Africa)
(Company registration number: 1892/000667/06)
(the "Issuer")
JSE Bond Code: PPC002 ISIN: ZAG000111212
JSE Bond Code: PPC003 ISIN: ZAG000117524
JSE Bond Code: PPC004 ISIN: ZAG000117532
ISSUER REDEMPTION NOTICE AND CONSENT SOLICITATION – FINAL AMENDED GUARANTEE
INTRODUCTION
1. The Issuer disseminated a SENS announcement in respect of redemption notice and consent
solicitation to amend the Terms and Conditions (the SENS Announcement) to the noteholders (the
Noteholders), on 2 June 2016, of the PPC002 Notes (ZAG000111212), the PPC003 Notes
(ZAG000117524) and the PPC004 Notes (ZAG000117532) (collectively, the Notes) issued under the
Issuer’s ZAR6,000,000,000 Domestic Medium Term Note Programme (the Programme) pursuant to
the programme memorandum dated 18 March 2013 (the Programme Memorandum), in accordance
with Condition 19 (Notices) of the section of the Programme Memorandum headed “Terms and
Conditions of the Notes”.
2. Following the SENS Announcement referred to in paragraph 1 above, the Issuer hereby notifies the
Noteholders that the Guarantee has been further amended and such final amended Guarantee is
attached hereto marked “Annexure A”, and is further available on the Issuer’s website at
www.ppc.co.za and /or on request from the Debt Sponsor. Requests should be sent to Bonnie Brink at
[email protected] and by telephone at +27 11 895 6843.
3. The Guarantee will become valid and binding on signature by the PPC Guarantors (as defined
therein).
4. This Notice is being delivered to Strate Proprietary Limited and the JSE Limited in accordance with
Condition 19 (Notices) of the Terms and Conditions.
21 June 2016
Debt Sponsor
Absa Corporate and Investment Bank, a division of Absa Bank Limited
Annexure A – Amended Guarantee
We, the undersigned,
Absa Bank Limited, acting through its Corporate and Investment Banking division.
(registration number 1986/004794/06), a public company with limited liability and a registered bank duly
incorporated in accordance with the company and banking laws of South Africa ;
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking
division
(registration number 1962/000738/06), a public company with limited liability and a registered bank duly
incorporated in accordance with the company and banking laws of South Africa;
Nedbank Limited, acting through its Corporate and Investment Banking division
(registration number 1951/000009/06), a public company with limited liability and a registered bank duly
incorporated in accordance with the company and banking laws of South Africa;
FirstRand Bank Limited, acting through its Rand Merchant Bank division
(registration number 1929/001225/06), a public company with limited liability and a registered bank duly
incorporated in accordance with the company and banking laws of South Africa,
(collectively, the Guarantors),
hereby, irrevocably and unconditionally guarantee (each as primary obligor and not merely as surety) to the
holders of Notes with Stock Codes PPC002, PPC003, PPC004 and PPC005 (the Noteholders) issued by
PPC Limited (Incorporated in the Republic of South Africa with limited liability under registration number
1892/000667/06) (the Issuer) under the PPC Limited ZAR6,000,000,000 Domestic Medium Term Note
Programme (the Programme), the due and punctual payment of any interest and principal amounts, which
principal amounts shall not exceed in the aggregate R1,750,000,000 (one billion seven hundred and fifty
million Rand) due by the Issuer in respect of the Notes arising under the Programme pursuant to the
Programme Memorandum issued by the Issuer, dated 18 March 2013, as amended and/or supplemented
from time to time (the Programme Memorandum and such amount the Bonded Amount), provided that the
liability of each Guarantor shall not exceed the percentage of the Bonded Amount set out opposite the name
of that Guarantor below (each a Pro Rata Percentage):
Absa Bank Limited, acting through its Corporate and Investment Banking division - 24.2%;
Nedbank Limited, acting through its Corporate and Investment Banking division, - 23.1%
FirstRand Bank, acting through its Rand Merchant Bank division – 9.4%; and
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking
division – 43.3%.
1. Terms used but not defined herein have the meanings set forth in the section of the Programme
Memorandum headed “Terms and Conditions of the Notes” (the Terms and Conditions).
2. All payments made in terms of this Guarantee shall be made mutatis mutandis in accordance with
Conditions 9 (Interest) and 10 (Payments) of the Terms and Conditions.
3. This Guarantee shall be binding on each Guarantor severally (but not jointly), and shall continue to be
binding on each such Guarantor and, with respect to any payment, or any part thereof, of principal
and/or interest on any Note that is rescinded or must otherwise be returned by the Transfer Agent or
any Noteholder if such rescission or return of payment has been compelled by law as a result of the
insolvency of any of the Issuer or any other person or if such rescission or return of payment is a result
of any law, regulation or decree applicable to the Issuer or such persons.
4. Each Guarantor hereby renounces all benefits arising from the legal exceptions “beneficia excussionis
et divisionis” (the benefits of excussion and division), with the force and effect of which such Guarantor
hereby declares it to be fully acquainted. Each Guarantor agrees that this Guarantee is to be in
addition and without prejudice to any other suretyship/s and security/ies now or hereafter to be held by
the Noteholders and shall remain in force as a continuing security notwithstanding any intermediate
settlement of account and notwithstanding any legal disability of such Guarantor.
5. No action in respect of any collateral or security given by the Issuer, or any other persons, in respect of
the Notes is required to be taken before action is taken against any of the Guarantors under this
Guarantee, and the existence or enforceability of this Guarantee shall not affect or be affected by any
other security held in respect of the Issuer’s obligations under the Notes.
6. Any admission made by the Issuer in respect of the Notes shall be binding on each Guarantor.
7. All demands made under this Guarantee shall be made by the Paying Agent on behalf of the
Noteholders. The Paying Agent shall, by no later than 4 (four) Business Days prior to the due date for
payment of any principal amounts or interest under and in terms of the Notes, notify the Facility Agent
of the applicable due date for payment and the amount required to be paid to the Noteholders.
8. A demand made under this Guarantee by the Paying Agent on behalf of the Noteholders shall be
made (i) at least 4 (four) Business Days prior to the due date for the applicable payment, and (ii) in
writing to Nedbank Limited, acting through its Corporate and Investment Banking division (the Facility
Agent) at the address specified below.
9. Each Guarantor shall, on the Business Day that is 1 (one) Business Day before the applicable due
date for payment set out in the demand from the Paying Agent, pay its Pro Rata Percentage of the
amount set out in the written demand (the Called Amount) to the Facility Agent, provided that –
9.1. each Guarantor shall not be required to pay any amounts in excess of its respective Pro Rata
Percentage of the Called Amount;
9.2. no Guarantor shall be required to pay more than its Pro Rata Percentage of the Bonded Amount in
aggregate;
9.3. no Guarantor shall be liable to perform the obligations of any other Guarantor hereunder; and
9.4. the aggregate amount of all such demands shall not exceed the Bonded Amount.
10. Payment to the Paying Agent under this Guarantee shall:
10.1. be made by the Facility Agent to the Paying Agent not later than the applicable due date for
payment;
10.2. discharge the Guarantors of its applicable obligations to the Noteholders under this Guarantee; and
10.3. pro tanto discharge the Issuer of its corresponding obligations to the Noteholders under the Notes.
11. Each notice, demand or other communication under this Guarantee and the delivery of any Notes
which have been discharged as a result of payment by the Guarantors under this Guarantee shall be
in writing and be delivered personally or by recognised courier and be deemed to have been given:
11.1. in the case of a letter, when delivered; and
11.2. shall be sent to the Facility Agent at:
Physical address: Nedbank Limited
6th Floor, H Block
135 Rivonia Road
Sandown
Johannesburg
Attention: The Head: Special Portfolio
Facsimile:
[email protected] or to such other address in South Africa as is notified from time to time by the Guarantors to the
Noteholders in accordance with Condition 19 (Notices) of the Terms and Conditions.
12. This Guarantee is, and all rights and obligations relating to this Guarantee are, governed by, and shall
be construed in accordance with, the laws of South Africa.
13. Subject to paragraph 17, this Guarantee will terminate upon the earlier of (i) all of the obligations of the
Issuer under the Notes being fully and finally discharged in accordance with the Terms and Conditions;
(ii) 17:00 Johannesburg time on 2 November 2016; or (iii) the date on which the Programme is
terminated by the Issuer (the Expiry Date).
14. Each Guarantor agrees for the benefit of the Noteholders that the High Court of South Africa, Gauteng
Local Division, Johannesburg (or any successor to that division) shall have jurisdiction to hear and
determine any suit, action or proceedings, and to settle any disputes which may arise out of or in
connection with this Guarantee and, for such purposes, irrevocably submits to the jurisdiction of such
court.
15. This Guarantee will be deposited with, and be held by, the Paying Agent until the Expiry Date. This
Guarantee shall, subject to paragraph 17, expire on the Expiry Date notwithstanding that the original of
this Guarantee has not been returned to the Facility Agent.
16. Each Guarantor acknowledges and agrees that, in terms of the agency agreement concluded on 18
March 2013 between FirstRand Bank Limited, acting through its Rand Merchant Bank division (in its
capacities as paying agent, calculation agent and transfer agent and the Issuer, each Noteholder shall
be entitled to require the Paying Agent to produce the original of this Guarantee on request and further
shall be entitled to require the Paying Agent, which shall be obliged, to provide a copy of this
Guarantee to that Noteholder on request. In holding the Guarantee, the Paying Agent shall not act in
any fiduciary or similar capacity for the Noteholders and shall not accept any liability, duty or
responsibility to Noteholders in this regard.
17. Notwithstanding anything to the contrary contained herein, if the Paying Agent has delivered a valid
demand to the Facility Agent in accordance with the provisions of this Guarantee, each Guarantor
shall be obliged to make payment of its Pro Rata Percentage of the applicable amount demanded in
accordance with the terms and conditions of this Guarantee.
18. This Guarantee constitutes the whole agreement relating to the subject matter hereof. No amendment
or consensual cancellation of this Guarantee or any provision or term hereof shall be binding unless
approved by Extraordinary Resolution of Noteholders and thereafter recorded in a written document
signed by each Guarantor. Any waiver or relaxation or suspension given or made shall be strictly
construed as relating strictly to the matter in respect whereof it was made or given.
19. This Guarantee may be executed in any number of counterparts and by different parties thereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same Guarantee.
SIGNED at ________________________ on this ______ day of__________________ 2016
For and on behalf of
ABSA BANK LIMITED, ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION
(IN ITS CAPACITY AS GUARANTOR)
