The following regulations from the Umbrella Agreement of SIHNV refer to my 20% of Pepkor HL ;-)
S. 21 "Settlement Assets means assets and/or investments owned by: (1) any member of the Total South African Group which are not already secured under the Restructuring Documents or (2) with the prior approval of "Majority Lenders" under the SFHG 21/22 Facilities Agreement and "Majority Lenders" under the SFHG 23 Facilities Agreement (as confirmed in writing to each Party by the SFHG 21/22 Agent and/or the SFHG 23 Agent), SFHG Settlement Assets; and which (other than contingent assets and SFHG Settlement Assets) have a fair value from a financial perspective (as determined by a Settlement Asset Financial Advisor and converted to euro at the Spot Rate of Exchange) of no greater than an amount equal to the Settlement Value, (as most recently determined in accordance with this Agreement), in each case (except for the purposes of Clause 10.4(a)(iv) below), after deducting from the applicable Settlement Value the value of all Settlement Assets (other than SFHG Settlement Assets) applied in respect of any prior Permitted Partial Settlement made in accordance with Clause 10.4(a)(iv) or a prior Permitted SIHPL Settlement made in accordance with Clause 10.4 (a)(vi)."
"Settlement Value means an amount equal to:
(a) prior to 30 November 2019, the value of 20 per cent of SIHNV’s indirect investment in PHL
as set out in the CVA PHL Notice; or
(b) following the 30 November 2019, the lower of the value of 20 per cent of SIHNV’s indirect investment in PHL as set out in the CVA PHL Notice and the latest Quarterly PHL Notice,
provided that:
(c) the amount of 20 per cent of SIHNV’s indirect investment in PHL set out in the CVA PHL Notice referred to above may be increased with the prior written approval of the Super Majority Guarantee Creditors;
(d) the amount of 20 per cent of SIHNV’s indirect investment in PHL set out in the Quarterly PHL Notice referred to above may be increased by up to 30 per cent subject to a cap equal to the amount in the CVA PHL Notice (CVA PHL Notice Cap), with the prior written approval of the Simple Majority Guarantee Creditors and, if above the CVA PHL Notice Cap, with the prior written approval of the Super Majority Guarantee Creditors; and
(e) 30 November 2019 in paragraph (a) and (b) above shall be capable of extension by
(i) 2 months if prior to 30 November 2019 (or such later date as agreed) agreements have been entered into supporting a proposed Permitted Global Settlement by a requisite majority of claimants but such Permitted Global Settlement has not been implemented by such date, or
(ii) with the approval of the Super Majority Guarantee Creditors."
S. 21
S. 18
"CVA PHL Notice means the notice provided by the Settlement Assets Financial Adviser setting out an amount equal to the value of 20 per cent of SIHNV’s indirect interest in PHL as at 30 November 2018 converted to euros at the rate of EUR/ZAR of 15.700.
S. 20 "Quarterly PHL Notice means the notice delivered by the Settlement Assets Financial Adviser within 5 Business Days after each Quarter Date setting out the amount equal to: (a) the volume-weighted average share price of PHL for the 30 days prior to the Quarter Date multiplied by number of shares in PHL indirectly owned by SIHNV at the relevant Quarter Date (converted to euro at the Spot Rate of Exchange); or (b) if PHL has been delisted on or before the date falling 30 days prior to the Quarter Date, the value of SIHNV’s indirect interest in PHL as determined by the Settlement Assets Financial Adviser by reference to such market standard valuation methodologies as are considered appropriate by that Settlement Asset Financial Adviser and as set out in a valuation report obtained from that Settlement Asset Financial Adviser (provided that such report may be disclosed to and made available to each Lender on a reliance basis subject to signature by that Lender of an assumption of duty letter on market standard terms)."
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