PSG KONSULT TREASURY LIMITED - PSG Konsult Treasury Limited ZAR3000000000 Note Programme

KST01 201812030057A<BR>
PSG Konsult Treasury Limited ZAR3,000,000,000 Note Programme<BR>
<BR>
PSG KONSULT TREASURY LIMITED<BR>
Incorporated in the Republic of South Africa<BR>
(Registration No. 2014/196582/06)<BR>
Company Code: BICAP<BR>
Stock Code: KST01<BR>
ISIN Code: ZAG000145285<BR>
("the Company")<BR>
<BR>
PSG KONSULT TREASURY LIMITED ZAR3,000,000,000 NOTE PROGRAMME<BR>
<BR>
Reference is made to (a) the PSG Konsult Treasury Limited<BR>
ZAR3,000,000,000 Note Programme ("Programme") and the Programme<BR>
Memorandum dated 22 June 2017 ("Programme Memorandum") prepared by<BR>
PSG Konsult Treasury Limited ("Issuer") in respect of the Programme<BR>
and (b) the amended JSE Debt Listings Requirements (effective 15<BR>
October 2018) ("Amended JSE Debt Listings Requirements"). References<BR>
in this announcement to any Section are to that Section of the Amended<BR>
JSE Debt Listings Requirements.<BR>
<BR>
Unless otherwise defined in this SENS announcement, capitalised terms<BR>
used in this SENS announcement bear the meanings ascribed to them in<BR>
in the section of the Programme Memorandum headed "Terms and<BR>
Conditions" ("Terms and Conditions").<BR>
<BR>
Noteholders are hereby notified that:<BR>
<BR>
a)   Section 7.26 provides for the procedure to amend the Terms and<BR>
     Conditions (including the applicable Terms and Conditions).<BR>
<BR>
b)   Condition 20 (AMENDMENT OF THESE CONDITIONS) of the Terms and<BR>
     Conditions is deleted and replaced in its entirety with the<BR>
     provisions of Section 7.26.<BR>
<BR>
c)   Section 7.27 provides, in relation to a meeting of Noteholders,<BR>
     (i) for the application of the sections in the Companies Act,<BR>
     2008 ("Companies Act") that relate to "notice of meetings",<BR>
     "conduct of meetings" and "meeting quorums and adjournment" as<BR>
     if the references in such sections to "shareholders" and<BR>
     "company", respectively, were references to "Noteholders" and<BR>
     "Issuer" respectively (ii) for such meeting to be announced on<BR>
     SENS and for the announcement to state the date that the Issuer<BR>
     has selected to determine which Noteholders recorded in the<BR>
     Register will receive the notice of meeting and the last date by<BR>
     which proxy forms must be submitted, (iii) for voting by proxy<BR>
     and (iv) for the application of the sections in the Companies Act<BR>
     that provide for the form of proxy form. Section 7.28 provides<BR>
     that a written resolution to Noteholders must state the date that<BR>
     the Issuer has selected to determine which Noteholders recorded<BR>
     in the Register will receive the notice of written resolution.<BR>
<BR>
d)   Condition 21 (MEETINGS OF NOTEHOLDERS) of the Terms and<BR>
     Conditions is deleted and replaced in its entirety with the<BR>
     provisions of Section 7.27 and Section 7.28.<BR>
<BR>
e)   The Issuer confirms that, at the time the next update is required<BR>
     to be made to the Programme Memorandum in terms of Section 7.24<BR>
     (as read with Section 7.25) or for any other reason, the Issuer<BR>
     will procure that such update will provide, in addition, for (a)<BR>
     Condition 20 (AMENDMENT OF THESE CONDITIONS) of the Terms and<BR>
     Conditions to be amended to reflect the provisions of Section<BR>
     7.26 and (b) for Condition 21 (MEETINGS OF NOTEHOLDERS) of the<BR>
     Terms and Conditions to be amended to reflect the provisions of<BR>
     Section 7.27 and Section 7.28.<BR>
<BR>
f)   The Amended JSE Debt Listings Requirements are available on the<BR>
     JSE's website at www.jse.co.za.<BR>
<BR>
g)   The "PSG Konsult Limited Annual Report" of the Issuer for the<BR>
     financial year ended 28 February 2018 is incorporated by<BR>
     reference into the Programme Memorandum (see the section of the<BR>
     Programme   Memorandum    headed  "Documents    Incorporated   by<BR>
     Reference"). This annual report updates the description of the<BR>
     Issuer and its business set out in the section of the Programme<BR>
     Memorandum headed "Description of the Issuer". This annual report<BR>
     is available for inspection, upon request, during normal office<BR>
     hours, at the Specified Office of the Issuer. In addition, this<BR>
     annual   report   is   available  on   the   following   website:<BR>
     www.psg.co.za.<BR>
<BR>
<BR>
3 December 2018<BR>
<BR>
Debt Sponsor<BR>
PSG Capital<BR>
<BR>
Date: 03/12/2018 12:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). <BR>
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of<BR>
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, <BR>
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,<BR>
 information disseminated through SENS.<BR>