Summary on the Proposed Updates to the LLR Debenture Trust Deed
Changes / Updates Made to the | Reasons for the Changes / Update | Clause Reference | |||||||
Debenture Trust Deed | |||||||||
1. | Update / Appointment of a new | The existing Debenture Trust Deed appointed the late Mr David | Page 1 / Cover of the Debenture | ||||||
Trustee | Russell Fricker of Corpserve Transaction Management Service | Trust Deed | |||||||
(Proprietary) Limited as the Trustee. | |||||||||
The update therefore will seek to appoint John Yendall Stevens | |||||||||
(David Russel Fricker's successor) as trustee, with Robert | |||||||||
Michael Northcote Vinen as his named successor, both Directors | |||||||||
of Desert Secretarial Services (Proprietary) Limited. | |||||||||
The appointment of the new trustee requires approval of the | |||||||||
Debenture Holders by way of a special resolution of the | |||||||||
Shareholders. | |||||||||
2. | Inclusion of clause on Amended and | The clause provides that the Trust Deed to be approved is | Definition at 1.1. and 1.2 | ||||||
Restated Debenture Trust Deed | amended and restated by replacing in its entirety the existing | ||||||||
Debenture Trust Deed. | |||||||||
Clause 1.2 further provides ands expressly states that the Trust | |||||||||
Deed will govern the issue of the Company's shares whereas the | |||||||||
Constitution will govern the shares issued by the Company. | |||||||||
The distinction is made the two documents outline the specific | |||||||||
rights, obligations, and provisions related to these different types | |||||||||
of financial instruments (share and debenture). | |||||||||
3. | Updated referencing to the Botswana | The reference of the Companies Act has been updated from | Definition at 1.2.1. | ||||||
Companies in the definitions clause. | Companies Act 2003 (No 32 of 2004) (which was the Act reference | ||||||||
at the time the existing Trust Deed was approved) to the current | |||||||||
reference Companies Act [Cap 42:01] of the Laws of Botswana. | |||||||||
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Summary on the Proposed Updates to the LLR Debenture Trust Deed
4. | Updated definition of the Botswana | In line with the updated instrument on the Botswana Stock | Definition at 1.2.2 |
Stock Exchange to Botswana Stock | Exchange (Transition) passed in 2015 and an Act which provides | ||
Exchange Limited (BSEL) | for the registration of the BSE as a public company limited by | ||
shares under the Botswana Companies Act. | |||
5. | Inclusion of Company UIN in the | Following updates to Companies and Intellectual Property (CIPA) | Definition at 1.2.5 |
definitions clause | re registration process and issuance of new company Unique | ||
Identification Number (UIN) | |||
6. | Updated definition of Debentures | The definition of Debentures has been updated and aligned to the | Definition at 1.2.7 |
definition included in the updated Constitution. | |||
7. | Updated definition of Trust Deed | The definition of Trust Deed has been updated and aligned to the | Clause 1.2.8 |
definition in the updated Constitution. | |||
8. | Updated definition of Ordinary Shares | The definition of Ordinary Shares has been updated and aligned | Clause 1.2.11 |
to the definition in the updated Constitution. | |||
9. | Updated definition of Trustee | Update made to reflect that the Trustee shall mean a Director of | Clause 1.2.1.15 |
Desert Secretarial Services Proprietary Limited per the update | |||
and appointment of the new Trustee as highlighted in (1) above. | |||
10. | Update of paragraph on 'Certificate | This update is made pursuant to the full dematerialization | Clause 3 |
and Transfer of Debentures' to | securities. | ||
Transfer of Debentures | |||
Dematerialization of securities refers to the process of converting | |||
physical securities, into electronic or digital form. | |||
References to the issuance and delivery of certificates therefore | |||
deleted and the updated clause makes reference to the transfer | |||
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Summary on the Proposed Updates to the LLR Debenture Trust Deed
of linked units held on the Central Securities Depository of | |||
Botswana (CSDB) in accordance with the Rules of the CSDB. | |||
11. | Deletion of paragraph on withdrawal | The deletion is made pursuant to section 12 of the CSDB Rules | Clause 3.3. |
of securities | which provides that withdrawal shall only be applicable to | ||
securities that are dual listed, where an account holder may | |||
withdraw any securities held in an account. | |||
Dual listings means that the securities are listed and traded on | |||
multiple stock exchanges. | |||
Withdrawal of securities ordinarily refers to the process of | |||
redeeming or selling units. | |||
12. | Updates to the clause on the | Update made to the clause to reflect the impending | Clause 6 |
Payment of Interest to Debenture | discontinuation of cheques effective 31 December 2023. | ||
Holders | |||
The clause removes the use of cheques for payment of interest to | |||
Debenture Holders, and now only makes reference is interest | |||
being paid by way of electronic fund transfer similar to the update | |||
made in the Company Constitution. | |||
13. | Update on clause on Cessation of | The clause has been updated to include that where the Trustee is | Clause 15.2.1 |
Office of Trustee and Appointment of | a person, they will cease to hold the office of Trustee in the event | ||
New Trustee | of their death. | ||
14. | Updates to the Domicilium and | Updates have been made to the clause to reflect the business | Clause 18 |
Notices clause. | address of the Company as well as the address of the Trustee | ||
from Transaction Management to Desert Secretarial Services | |||
(Pty) Ltd. | |||
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Summary on the Proposed Updates to the LLR Debenture Trust Deed
15. | Update on clause on Register | Clause 29.3.4 makes provision on the register of Debenture | Clause 29.3.4 | |
Holders which states that the register shall show the date on which | ||||
each Debenture becomes registered as such. | ||||
The clause has been deleted as the linked units share register | ||||
does not provide detail on the date for the registration of each | ||||
Debenture Holder and the requirement cannot be satisfied. | ||||
The clause was from the existing Trust Deed which was adopted | ||||
before the dematerialisation process where there was a physical | ||||
record of trades, reflecting date of registration. | ||||
16. | Update to Schedule 1 of the | The clause under Meetings of Debenture Holders has been | Clause 1.4 and 1.5 of Schedule 1 | |
Debenture Trust Deed | updated to include the following: | |||
(Meetings of Debenture Holders) | ||||
(1) That meetings may be held partly by means of electronic | ||||
facilities. | ||||
This update is in line with the provisions of the Constitution | ||||
that meetings of shareholders may be held by way of | ||||
electronic facilities. | ||||
(2) That where the Company has elected for meetings of | ||||
Debenture Holders to be held electronically, for the notice | ||||
convening the meeting to state same. | ||||
17. | Update to Schedule 1 of the | The clause on the requisite quorum for meeting of Debenture | Clause 5.1.1. of Schedule 1 | |
Debenture Trust Deed (Quorum) | holders has been aligned to provisions on quorum in the updated | |||
Constitution to reflect majority attendance (51%) | ||||
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Letlole La Rona Ltd. published this content on 03 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2023 15:12:47 UTC.