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INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED - IDC Programme Memorandum Dispensation

15 March 2019 - 13:10 PM
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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 JSEs
       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'). 
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