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FRK02 - Notice to FRK02 Noteholders: Election Required by Noteholders in Respect of Cash or Physical Settlement
FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1929/001225/06)
JSE company code: FRD
LEI: ZAYQDKTCATIXF9OQY690
Alpha code: FRK02
ISIN: ZAE000275533
(FRB or the Issuer)
NOTICE TO FRK02 NOTEHOLDERS: ELECTION REQUIRED BY NOTEHOLDERS IN RESPECT OF
THE CASH OR PHYSICAL SETTLEMENT OF THE FRK02 NOTES
A) ELECTION REQUIRED BY NOTEHOLDERS
1. FRB hereby notifies the holders of the 44249 One Ounce KrugerRand Notes ("Noteholders") due
12 August 2024 ("Maturity Date"), issued under its ZAR60 000 000 000 Note Programme dated 30
November 2011, as amended from time to time (the "Programme"), ("FRK02 Notes") that they are
required to provide their election between:
i) Cash settlement in respect of the capital payment due on the FRK02 Notes. This will entail the
sale by the Issuer of all Krugerrand coins due to be received by the Noteholder in respect of
the capital payment due on the FRK02 Notes for cash. The cash value will be determined in
accordance with paragraph 97(d) of the FRK02 Notes applicable pricing supplement, 9
business days prior to the Maturity Date and announced on the JSE Limited's Stock Exchange
News Service ("SENS") by 11h00 8 business days prior to the Maturity Date; or
ii) Physical settlement in respect of the capital payment due on the FRK02 Notes. This will entail
the Noteholder arranging for the collection of the Krugerrand coins due to be received by the
Noteholder in respect of the capital payment due on the FRK02 Notes, in accordance with the
physical settlement collection process detailed in paragraph (D) below.
2. The Noteholder's election must be provided together with any confirmations or other documentation
required pursuant to the terms and conditions of the FRK02 Notes to the Noteholder's Central
Securities Depositary Participant ("CSDP") during the period Wednesday, 12 June 2024 08h00 to
Friday, 14 June 2024 17h00 ("Election Period").
3. Any election received outside of the Election Period will not be considered. In addition, failure to
provide an election will be deemed an election for physical settlement of the capital payment due
on the FRK02 Notes, in accordance with paragraph A(1)(ii) above.
4. This notice ("Notice") has been submitted to Strate Proprietary Limited ("Strate") for dissemination
by them to the relevant CSDPs. If Noteholders have not received the Notice from their CSDP, such
Noteholders are requested to contact their CSDP in this regard.
B) RESTRICTION OF TRADING IN THE FRK02 NOTES
Noteholders are hereby notified that, in accordance with the terms and conditions of the FRK02 Notes,
trading in the FRK02 Notes will be suspended with effect from 08h00 on Wednesday, 12 June 2024.
C) SETTLEMENT OF FRK02 NOTES
Noteholders are advised that the settlement of the FRK02 Notes will consist of a capital payment of 1
oz Krugerrand coin and an interest payment of the cash to the value of 0.035 oz Krugerrand coin per
FRK02 Note ("Settlement Amount").
The capital payment and interest payment will be processed as two separate events.
The cash value of the Settlement Amount will be determined 9 business days prior to the Maturity Date,
as per the terms and conditions of the FRK02 Notes, and a SENS announcement confirming the cash
value of the Settlement Amount will be released by 11h00 8 business days prior to the Maturity Date.
D) PHYSICAL SETTLEMENT COLLECTION PROCESS
5. Noteholders that elect physical settlement or do not make an election in respect of the capital
payment due on the Notes must follow the process outlined below:
(a) The Noteholder must elect a courier company to act on their behalf to collect the Krugerrand
coins due to such Noteholder. Only the below courier company can be elected by the
Noteholder for the collection of their Krugerrand coins:
(i) Brink's (Southern Africa) Proprietary Limited;
(ii) Any other approved courier at the time of collection,
which will be communicated prior to the collection date.
(b) The Noteholder must notify the chosen courier company that the Krugerrand coins are to be
collected at the premises of Rand Refinery Limited ("Rand Refinery") at Rand Refinery Road,
Industries West, Germiston, Gauteng, South Africa. The Krugerrand coins can only be
collected on Friday, 2 August 2024 between 08h00 and 15h00 ("Collection Date"). The
Noteholder must make their own collection arrangements with the chosen courier company.
(c) The Noteholder must notify the Issuer (by email to RMBFRKNoteElections@rmb.co.za) of
the following details:
• the Noteholder's full name;
• the number of Notes held;
• the Noteholder's CSDP;
• the chosen courier company;
• provide a confirmation from the courier company (acting on behalf of the Noteholder) that
the Krugerrand coins will be collected on the Collection Date; and
• Any other documentation which may be required at the time of collection.
This notification must be provided to the Issuer by no later than 17h00 on Friday, 26 July 2024,
being at least one week before the Collection Date.
6. The Issuer will not be liable for non-delivery of the Krugerrand coins from the point at which these
are collected by the chosen courier company at Rand Refinery's premises.
7. Failure to strictly comply with the collection process outlined above, or to collect the Krugerrand
coins as per paragraph D(1)(c) above, will result in the Krugerrand coins in respect of the capital
payment due on the Notes being sold. The cash value realised from the sale, less any costs incurred
by the Issuer in the sale process, will be paid to the relevant Noteholder by no later than 10h00 on
Monday, 12 August 2024.
E) SALIENT DATES
The salient dates surrounding the election and settlement of the FRK02 Notes are as follows:
Interest rate: To be announced on Finalisation date
Election: Capital payment in cash or physical collection of the
Krugerrand Coins
Timetable Dates
Declaration announcement released and Notice sent by Strate to
CSDPs: Friday, 3 May 2024
Record Date for the receipt of this notice: Friday, 3 May 2024
Updated market announcement released(See Note 1): Friday, 31 May 2024
Updated Notice sent by STRATE to CSDPs: Friday, 31 May 2024
No trade announcement released(See Note 2): Friday, 7 June 2024
Last Day to Trade3 by 17h00 on: Tuesday, 11 June 2024
Election period in respect of the capital payment begins by 08h00
on: Wednesday, 12 June 2024
Suspension of trade in FRK02 Notes until the maturity date: Wednesday, 12 June 2024
Election period in respect of the capital payment ends by 17h00 on: Friday, 14 June 2024
Record Date (See Note 3): Friday, 14 June 2024
A physical settlement reminder announcement (See Note 4): Friday, 14 July 2024
Noteholders to provide their details for physical settlement collection Friday, 26 July 2024
process by 17h00 on:
FRK02 Notes interest and capital for cash settlement amounts Monday, 29 July 2024
calculation date:
Finalisation date (interest and capital settlement amounts to be
announced): Tuesday, 30 July 2024
Collection date in respect of the Kruger coins for those FRK02
Noteholders that elected physical settlement or did not make an
election between 08h00 and 15h00 on: Friday, 2 August 2024
All Krugerrand coins in respect of the capital payment not collected
to be sold by the Issuer with effect from 09h00 on: Monday, 5 August 2024
Interest and capital payment date of the FRK02 Notes: Monday, 12 August 2024
Cash value of the capital amount paid to FRK02 Noteholders who
elected cash settlement: Monday, 12 August 2024
Cash value of Krugerrand coins in respect of the capital payment,
less costs incurred by the Issuer in the sale process, to be paid to
the relevant FRK02 Noteholder's account by no later than 10h00 on: Monday, 12 August 2024
Maturity date of the FRK02 Notes: Monday, 12 August 2024
Termination date of the FRK02 Notes: Tuesday, 13 August 2024
Notes:
1. An announcement confirming various details of the election / settlement and physical collection
process of the FRK02 Notes.
2. An announcement reminding noteholders of the close of trade in the FRK02 Notes.
3. These dates pertain to the holders that will be eligible to submit the Notice and receive the
settlement amount of the FRK02 Notes.
4. An announcement reminding FRK02 Noteholders that non-collection of their Krugerrand coins on
the collection date will result in the Krugerrand coins due to such FRK02 Noteholder being
sold and the cash value less costs being paid to the FRK02 Noteholder.
This notice constitutes the relevant notice required in terms of paragraph 97(c) of the FRK02 Note
applicable pricing supplement as read with Condition 22 (Notices) of the terms and conditions of the
Programme.
This notice is being delivered to the JSE Limited in accordance with of paragraph 97(c) of the FRK02
Note applicable pricing supplement as read with Condition 22 (Notices) of the terms and conditions of
the Programme.
3 May 2024
Debt sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 03-05-2024 12:30:00
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