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Notice To Noteholders

Published: 2025-05-14 18:01:26 ET
<<<  go to JSE:SPG company page
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Debt Company Code: BISGL
LEI: 378900A8FDADE26AD654
Bond Codes: SPG012, SPG014, SPG015, SPG016, SPG017
ISIN: ZAG000195009, ZAG000200304, ZAG000200312, ZAG000203670 & ZAG000203696
(“Super Group” or the “Company” or the “Group”)

NOTICE TO NOTEHOLDERS

1.      This notice is delivered by the Issuer (this Notice) to the holders of the SPG012 Notes, the SPG014 Notes, the SPG015 Notes,
        the SPG016 Notes and the SPG017 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 programme memorandum dated 29 August 2019, as amended and restated from
        time to time (the Programme Memorandum), in accordance with Condition 20 (Notices) of the Terms and Conditions for the
        purposes of giving notice to the Noteholders of the early partial redemption of the SPG012 Notes, the SPG014 Notes, the
        SPG015 Notes, the SPG016 Notes and the SPG017 Notes at the option of the Issuer in terms of Condition 11.3 (Redemption
        at the Option of the Issuer) of the Programme Memorandum.

2.      Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and
        Conditions.

3.      Background

3.1        The Issuer has the following notes in issue:

3.1.1          ZAR300,000,000 Senior Unsecured Floating Rate Notes due 12 July 2025 with stock code SPG011 (the SPG011 Notes)
               as contemplated in Applicable Pricing Supplement relating to the SPG011 Notes (the SPG011 Applicable Pricing
               Supplement);

3.1.2          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);

3.1.3          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);

3.1.4          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);

3.1.5          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);
3.1.6          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

3.1.7          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.

4.      Early Redemption at the Option of the Issuer

4.1        The Issuer hereby gives notice to the Noteholders that it intends to redeem:

4.1.1          ZAR275,000,000 (two hundred and seventy five million Rand) of the SPG012 Notes, on 29 June 2025 pursuant to Item
               38 of the SPG012 Applicable Pricing Supplement read together with Condition 11.3 (Redemption at the Option of the
               Issuer) of the Terms and Conditions;

4.1.2          ZAR250,000,000 (two hundred and fifty million Rand) of the SPG014 Notes, on 26 July 2025 pursuant to Item 38 of
               the SPG014 Applicable Pricing Supplement read together with Condition 11.3 (Redemption at the Option of the Issuer)
               of the Terms and Conditions; and

4.1.3          ZAR250,000,000 (two hundred and fifty million Rand) of the SPG015 Notes, on 26 July 2025 pursuant to Item 38 of
               the SPG015 Applicable Pricing Supplement read together with Condition 11.3 (Redemption at the Option of the Issuer)
               of the Terms and Conditions.

4.1.4          ZAR325,000,000 (three hundred and twenty five million Rand) of the SPG016 Notes, on 15 June 2025 pursuant to
               Item 38 of the SPG016 Applicable Pricing Supplement read together with Condition 11.3 (Redemption at the Option
               of the Issuer) of the Terms and Conditions;

4.1.5          ZAR200,000,000 (two hundred million Rand) of the SPG017 Notes, on 15 June 2025 pursuant to Item 38 of the SPG017
               Applicable Pricing Supplement read together with Condition 11.3 (Redemption at the Option of the Issuer) of the
               Terms and Conditions;

5.      This Notice is being delivered to Strate in accordance with Condition 20 (Notices) of the Terms and Conditions.




Sandton
14 May 2025

Debt Sponsor
Questco Proprietary Limited




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