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Notice of Request for Written Consent of Noteholders
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
LEI: 378900A8FDADE26AD654
Share code: SPG
ISIN: ZAE000161832
Debt Company Code: BISGL
("Super Group" or the "Company" or the "Group")
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. This notice of request for written consent (this Consent Request) is delivered by the Issuer to each holder of Notes (as defined
below) (the Noteholders) issued under the Issuer's ZAR7,500,000,000 Domestic Medium Term Note Programme (the
Programme) pursuant to the section headed "Terms and Conditions of the Notes" (the Terms and Conditions) in the amended
and restated programme memorandum dated 29 April 2020 (the Programme Memorandum), in accordance with
Condition 20 (Notices) of the Terms and Conditions for the purposes of obtaining the Noteholders' written consent to a waiver
to dispose of all shares held in SG Fleet Group Limited (SG Fleet Group), which constitute a "material part" of Bluefin
Investments Limited's (Bluefin) business and the amendment and restatement of the Applicable Pricing Supplements (as
defined below) to activate the right of the Issuer to early redeem a portion of the Notes, as required in terms of Condition 21
(Amendment of these Terms and Conditions) of the Terms and Conditions.
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and
Conditions and/or the Applicable Pricing Supplements.
3. Background
3.1 Disposal
3.1.1 The Issuer intends through its wholly owned subsidiary, Bluefin, to dispose of its 53,584% interest in SG Fleet Group
(the Relevant Disposal). In this regard, Noteholders are referred to the announcement released by the Issuer on
4 December 2024.
3.1.2 The Relevant Disposal would amount to the disposal of a material part or portion of the business of Bluefin in terms
of Condition 18.1.1.9 (Disposal of a material part of the business) of the Terms and Conditions which would constitute
an "Event of Default" under the Terms and Conditions (the Event of Default).
3.1.3 To implement the Relevant Disposal, the Issuer requires the consent of the Noteholders to waive the Event of Default
as a result of the Relevant Disposal.
3.1.4 By consenting to this Notice, the Noteholders:
3.1.4.1 provide the consents and confirmations contemplated in paragraph 3.1.3 above;
3.1.4.2 confirms that any acts or omissions by the Issuer resulting from the implementation of the Relevant Disposal will
not constitute any other Event of Default contained in the Terms and Conditions; and
3.1.4.3 confirms the waiver of any other rights that the Noteholder may have against the Issuer (including, for the
avoidance of doubt, any right to impose default interest) solely as a result of the implementation of the Relevant
Disposal.
3.1.5 The consents, confirmations and waivers contemplated in paragraph 3.1.3 shall take effect from the date that this
Notice is consented to by all Noteholders.
3.2 Early Redemption at the Option of the Issuer
The Issuer intends to amend the Applicable Pricing Supplements (as defined below) to activate Item 38 entitled
"Redemption at the Option of the Issuer pursuant to Condition 11.3 (Redemption at the Option of the Issuer)".
4. Senior Notes Outstanding
4.1 Pursuant to the Programme, the Issuer has issued the following listed notes:
4.1.1 ZAR200,000,000 Senior Unsecured Floating Rate Notes due 15 March 2025 with stock code SPGC05 (the SPGC05
Notes) as contemplated in Applicable Pricing Supplement relating to the SGPC05 Notes (the SPGC05 Applicable
Pricing Supplement);
4.1.2 ZAR300,000,000 Senior Unsecured Floating Rate Notes due 12 July 2025 stock code SPG011 (the SPG011 Notes) as
contemplated in Applicable Pricing Supplement relating to the SPG011 Notes (the SPG011 Applicable Pricing
Supplement);
4.1.3 ZAR550,000,000 Senior Unsecured Floating Rate Notes due 29 March 2028 with the stock code SPG012 (the SPG012
Notes) as contemplated in Applicable Pricing Supplement relating to the SPG012 Notes (the SPG012 Applicable
Pricing Supplement);
4.1.4 ZAR810,000,000 Senior Unsecured Floating Rate Notes due 3 July 2028 with the stock code SPG013 (the SPG013
Notes) as contemplated in Applicable Pricing Supplement relating to the SPG013 Notes (the SPG013 Applicable
Pricing Supplement);
4.1.5 ZAR500,000,000 Senior Unsecured Floating Rate Notes due 26 October 2026 with the stock code SPG014 (the SPG014
Notes) as contemplated in Applicable Pricing Supplement relating to the SPG014 Notes (the SPG014 Applicable
Pricing Supplement);
4.1.6 ZAR500,000,000 Senior Unsecured Floating Rate Notes due 26 October 2028 with the stock code SPG015 (the SPG015
Notes) as contemplated in Applicable Pricing Supplement relating to the SPG015 Notes (the SPG015 Applicable
Pricing Supplement);
4.1.7 ZAR650,000,000 Senior Unsecured Floating Rate Notes due 15 March 2027 with the stock code SPG016 (the SPG016
Notes) as contemplated in Applicable Pricing Supplement relating to the SPG016 Notes (the SPG016 Applicable
Pricing Supplement); and
4.1.8 ZAR400,000,000 Senior Unsecured Floating Rate Notes due 15 March 2029 with the stock code SPG017 (the SPG017
Notes) as contemplated in Applicable Pricing Supplement relating to the SPG017 Notes (the SPG017 Applicable
Pricing Supplement),
collectively, the Notes. The SPG011 Applicable Pricing Supplement, the SPG012 Applicable Pricing Supplement, the
SPG013 Applicable Pricing Supplement, the SPG014 Applicable Pricing Supplement, the SPG015 Applicable Pricing
Supplement, the SPG016 Applicable Pricing Supplement and the SPG017 Applicable Pricing Supplement, collectively the
Applicable Pricing Supplements.
5. Written Consent sought from the Noteholders
The Issuer seeks the Noteholders' consent in accordance with Condition 21 (Amendments of these Terms and Conditions) of
the Terms and Conditions to pass the following Extraordinary Resolution:
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 pursuant to Condition 18.1.1.9 (Disposal of material part
of business) under the Terms and Conditions;"
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 pursuant to 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)."
6. The Noteholders are requested to provide their consent to the abovementioned request by voting in relation to the
Extraordinary Resolution specified in the Consent Notice annexed hereto as Annexure A and delivering same to the registered
office of the relevant Participant that provided said Noteholders with the Consent Notice, and providing a copy thereof to
Rand Merchant Bank, a division of FirstRand Bank Limited, for the attention of Ms Delia Patterson at e-mail
delia.patterson@rmb.co.za, and the Issuer, for the attention of Ms Bridget Bird at e-mail bridget.bird@supergrp.com, by no
later than 14h00 on 17 February 2025 in accordance with the terms and conditions of Annexure A. The relevant Participant
will then notify Strate Proprietary Limited (Strate) at e-mail Strate-CDAdmin@strate.co.za, of the total number of Consent
Notices received, containing votes both in favour and not in favour of the proposed Extraordinary Resolution and any
abstentions.
7. This Consent Request is being delivered to Strate in accordance with Condition 22 (Meetings of Noteholders/Consent Process)
of the Terms and Conditions as read with Condition 20 (Notices) of the Terms and Conditions. The record date to be recorded
in the Register to receive this Consent Request is 10 January 2025.
20 January 2025
Debt sponsor
Questco Proprietary Limited
ANNEXURE A
For completion by Noteholders in terms of Condition 22 (Meetings of Noteholders/Consent Process) of the Terms and Conditions.
CONSENT NOTICE
A. We refer to the notice of request for written consent of Noteholders dated on or about 20 January 2025 and provided in
accordance with Condition 22 (Meetings of Noteholders/Consent Process) of the Terms and Conditions as read with Condition
20 (Notices) of the Terms and Conditions (the Consent Request).
B. Defined terms used in this Consent Notice (the Consent Notice) shall have the meanings given to them in the Consent Request
or in the Terms and Conditions and/or the Additional Terms and Conditions, unless otherwise indicated.
I/We __________________________________________________________________________________
being a holder/holders of Notes issued by the Issuer under the Programme hereby confirm:
1. I/We currently hold [insert Nominal Amount of Notes held] with Stock Code [SPGC05 Notes in respect of Extraordinary
Resolution No 1]/[SPG011 Notes]/[SPG012 Notes]/[SPG013 Notes]/[SPG014 Notes]/[SPG015 Notes]/[SPG016
Notes]/[SPG017 Notes in respect of Extraordinary Resolutions No 1 and 2].
2. We hereby confirm our vote in respect of the Extraordinary Resolution proposed by marking the relevant Column "For",
"Against" or "Abstain" below:
NOMINAL AMOUNT FOR AGAINST ABSTAIN
Extraordinary
Resolution No. 1:
[SPGC05 Notes]/
[SPG011 Notes]/
[SPG012 Notes]/
[SPG013 Notes]/
[SPG014 Notes]/
[SPG015 Notes]/
[SPG016 Notes]/
[SPG017 Notes]
Extraordinary
Resolution No. 2:
[SPG011 Notes]/
[SPG012 Notes]/
[SPG013 Notes]/
[SPG014 Notes]/
[SPG015 Notes]/
[SPG016 Notes]/
[SPG017 Notes]
SIGNED at _________________ on this the _________ day of ____________ 2025.
For and on behalf of
[INSERT NOTEHOLDER]
_________________________________ _________________________________
Name: Name:
Capacity: Authorised signatory Capacity: Authorised signatory
Who warrants his/her authority hereto Who warrants his/her authority hereto
NOTES
This Consent Notice must be lodged with the relevant Participant of each Noteholder (that provided said Noteholder with the Consent
Notice), as follows:
3. in respect of the relevant Participant, either the original form may be lodged at the registered address of such Participant or
a copy of the form may be faxed or emailed to such Participant (with the original to follow shortly thereafter);
4. on receipt of this Consent Notice, the relevant Participant must then notify Strate of the total number of Consent Notices
received, both in favour and not in favour of the proposed resolution and any abstentions by email to Strate for the attention
of Strate-CDAdmin@strate.co.za by no later than 14h00 on 17 February 2025; and
5. a copy of the form must either be emailed to Rand Merchant Bank, a division of FirstRand Bank Limited, for the attention of
Delia Patterson at e-mail delia.patterson@rmb.co.za, and the Issuer, for the attention of Bridget Bird at e-mail
bridget.bird@supergrp.com, by no later than 14h00 on 17 February 2025.
Date: 20-01-2025 10:31:00
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