| Unless otherwise defined herein, capitalised terms shall have the same meaning as outlined in the Consent Notice (as defined below). |
| Noteholders are referred to the notice of request for written consent released by Super Group on SENS on 20 January 2025 (the “Consent Notice”), in which the Extraordinary Resolutions set out below were proposed: |
| 1. Extraordinary Resolution No. 1: |
| “THAT, the Noteholders consent that the unconditional disposal of the Issuer’s indirect 53,584% interest in |
| SG Fleet Group Limited (Relevant Disposal) would not constitute an Event of Default under Condition |
| 18.1.1.9 (Disposal of the material part of the business) under the Terms and Conditions” |
| 2. Extraordinary Resolution No. 2: |
| “THAT, subject to the passing of Extraordinary Resolution No. 1 above, the Noteholders consent to the amendment and restatement of the Applicable Pricing Supplements in respect of the SPG011 Notes, SPG012 Notes, SPG013 Notes, SPG014 Notes, SPG015 Notes, SPG016 Notes and SPG017 Notes (which amendment and restatement shall only occur following the Relevant Disposal) to give effect to the activation of Item 38 |
| - “Redemption at the Option of the Issuer under Condition 11.3 (Redemption at the Option of the Issuer)” and as set out in the attached amended and restated Applicable Pricing Supplements (the Amended and Restated Applicable Pricing Supplements).” |
| In this regard, Super Group confirms the voting results from the Consent Notice about the total nominal amount of those classes of debt securities that were affected by the amendments are as follows: |
| Extraordinary Resolution No. 1 |
| Debt securities voted as a
Rand value (R) |
Debt securities
voted (%) |
Votes for the resolution* (%) |
Votes against the resolution*
(%) |
Votes abstained (%) |
| 3 598 387 335 |
92.03% |
100.00% |
0.00% |
0.00% |
* About the total number of debt securities voted in terms of the Consent Notice. |
| Following the above voting results for Extraordinary Resolution No. 1, the requisite majority was obtained, and Extraordinary Resolution No. 1 has been passed. |
| Extraordinary Resolution No. 2 |
|
Note |
Debt securities voted as a Rand
value (R) |
Debt securities voted (%) |
Votes for the resolution*
(%) |
Votes against
the resolution*
(%) |
Votes abstained
(%) |
Consent for
early redemption |
| SPG011 |
252 300 000 |
84.10% |
92.87% |
7.13% |
0.00% |
Yes |
| SPG012 |
548 500 000 |
99.73% |
68.73% |
31.27% |
0.00% |
Yes |
| SPG013 |
785 700 000 |
97.00% |
10.69% |
89.31% |
0.00% |
No |
| SPG014 |
469 790 000 |
93.96% |
88.72% |
11.28% |
0.00% |
Yes |
| SPG015 |
495 000 000 |
99.00% |
77.78% |
22.22% |
0.00% |
Yes |
| SPG016 |
551 000 000 |
84.77% |
86.39% |
13.61% |
0.00% |
Yes |
| SPG017 |
400 000 000 |
100.00% |
100.00% |
0.00% |
0.00% |
Yes |
* About the total number of debt securities voted in terms of the Consent Notice. |
| Following the above voting results for Extraordinary Resolution No. 2, the requisite majorities were obtained for Notes SPG011, SPG012, SPG014, SPG015, SPG016 and SPG017, and Extraordinary Resolution No. 2 has been passed for the respective notes. |
| For the full document, click the link below: |
| Super Group Limited |
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