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BILB-Notice Requesting Extraordinary Written Resolution
The Land and Agricultural Development Bank of South Africa
(JSE Code: BILB)
(“Land Bank”)
IMPORTANT ANNOUNCEMENT TO THE HOLDERS OF NOTES LISTED UNDER THE 2010 DMTN
PROGRAMME AND THE 2017 DMTN PROGRAMME: NOTICE REQUESTING EXTRAORDINARY WRITTEN
RESOLUTION
1. The Land and Agricultural Development Bank of South Africa (the "Issuer" or “Land Bank”) intends to
give notice to (i) the holders of each class of notes in issue under Land Bank’s ZAR10,000,000,000
domestic medium term note programme dated 18 October 2010 (the “2010 DMTN Programme” and
those notes, the “2010 DMTN Notes” and those noteholders, the “2010 Noteholders”); and (ii) the
holders of each class of notes in issue under Land Bank’s ZAR30,000,000,000 domestic medium term
note programme dated 13 March 2017 (the “2017 DMTN Programme” and those notes, the “2017 DMTN
Notes” and those noteholders, the “2017 Noteholders”). Defined terms used in this SENS announcement
shall bear the meaning as defined in the 2010 DMTN Programme and the 2017 DMTN Programme, as
appropriate, unless inconsistent with the context or separately defined herein.
2. In the SENS announcement dated 14 January 2021, the Issuer provided the market with an update in
respect of the liability solution currently under discussion with its lenders, including the holders of listed
debt securities issued under the 2010 DMTN Programme and 2017 DMTN Programme. The Issuer has
and will continue to engage with its lenders as progress is made towards a liability solution.
3. The Issuer has, since August 2020 and while engagements with its lenders in relation to the liability
solution have continued, repaid approximately 12% of the capital amount that was owing to its financial
creditors, together with all associated interest. The Issuer now wishes to facilitate a further payment
equivalent to approximately 10% of the capital outstanding to each financial creditor.
4. The Issuer would like to make this payment as soon as possible, the most efficient way to achieve this is
for the Issuer to first delist the 2010 Notes and the 2017 Notes, (and, if the Issuer so desires), deregister
the 2010 DMTN Programme and 2017 DMTN Programme, remove the contractual provisions that require
the JSE to approve and/or give consent or require that notice be given to the JSE in relation to any of the
terms of the notes and then to amend the terms of each note to allow for the Issuer to effect a partial early
redemption of the notes on a Note-by-Note basis.
5. The Issuer will seek the consent, of (i) 2010 Noteholders; and (ii) 2017 Noteholders, on a Note-by-Note
basis, for:
5.1. the delisting from the Interest Rate Market of the JSE of, on a Note-by-Note basis, all the 2010
Notes and all the 2017 Notes; and, should the Issuer so desire, the deregistration from the Interest
Rate Market of the JSE of the 2010 DMTN Programme and the 2017 DMTN Programme;
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5.2. in the case of the 2017 Notes only, the waiver by the 2017 Noteholders of their rights to enforce
in accordance with Condition 10.8 (Redemption in the event of a failure to maintain a JSE Listing
and Rating);
5.3. once the relevant notes have been delisted and the relevant waivers in paragraph 5.2 (if
applicable) have been granted, the amendment of the relevant notes to delete all requirements
that require JSE approval/consent or require notification be given to the JSE in relation to any of
the terms and conditions of the relevant notes; and
5.4. the amendment and restatement of the relevant notes as described below.
6. Once delisting of the 2010 DMTN Programme has been completed, the Issuer intends to amend and
restate each of the 2010 Notes, on a Note-by Note basis, so as to:
6.1. remove the contractual consents and/or approvals of the JSE, that were written into the Terms
and Conditions of the 2010 DMTN Programme;
6.2. shorten the notice periods required under Condition 9.3 (Redemption at the Option of the Issuer)
of the Terms and Conditions of the 2010 DMTN Programme to facilitate an earlier partial
redemption of the Notes;
6.3. replace Condition 17 (Notices) with market standard provisions as the current provisions are
outdated;
6.4. grant the Issuer the right to “switch on” Condition 9.3 (Redemption at the Option of the Issuer) of
the Terms and Conditions of the 2010 DMTN Programme to facilitate a partial redemption of the
Notes.
7. Once delisting of the 2017 DMTN Programme has been completed and once the required waivers have
been received, the Issuer intends to amend and restate each of the 2017 Notes, on a Note-by Note basis,
so as to:
7.1. remove the contractual consents and/or approvals of the JSE, that were written into the Terms
and Conditions of the 2017 DMTN Programme;
7.2. remove Condition 10.8 (Redemption in the event of a failure to maintain a JSE Listing and Rating)
on page 55 of the 2017 DMTN Programme in its entirety, and delete all references to Condition
10.8 (Redemption in the event of a failure to maintain a JSE Listing and Rating) throughout the
2017 DMTN Programme;
7.3. shorten the notice periods required under Condition 10.3 (Redemption at the Option of the Issuer)
of the Terms and Conditions of the 2017 DMTN Programme to facilitate an earlier partial
redemption of the Notes; and
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7.4. grant the Issuer the right to “switch on” Condition 10.3 (Redemption at the Option of the Issuer)
of the Terms and Conditions of the 2017 DMTN Programme to facilitate an earlier partial
redemption of the Notes.
8. The delisting of each of the relevant 2010 Notes and each of the relevant 2017 Notes shall become
effective on the day on which the JSE grants approval for the delisting, following the required majority of
votes in favour of delisting have been obtained (or as soon as possible thereafter), provided that:
8.1. with respect to each Series of Notes issued under the 2010 DMTN Programme; the delisting of
such Series of Notes will only take place if the proposed resolution is approved by noteholders
holding not less than 66.67% in value of the aggregate Outstanding Nominal Amount of such
Series of Notes.
8.2. with respect to each Series of Notes issued under the 2017 DMTN Programme; the delisting of
such Series of Notes will only take place if the proposed resolution is approved by noteholders
holding not less than 75% in value of the aggregate Outstanding Nominal Amount of such Series
of Notes.
9. The consent of the Noteholders referred to in paragraph 5 above will be requested by extraordinary written
resolution ("Extraordinary Written Resolution") in the form distributed to each of the relevant
noteholders, which will be distributed via the CSD, with the notice as required under paragraph 1.17 of
the JSE Debt Listing Requirements (“Notice”).
10. The reasons for the delisting of the 2010 Notes and the 2017 Notes referred are the following:
10.1. the Issuer has, since August 2020 and while engagements with its lenders in relation to the
liability solution have continued, repaid approximately 12% of the capital amount that was owing
to its financial creditors, together with all associated interest. The Issuer now wishes to facilitate
a further payment equivalent to approximately 10% of the capital outstanding to each financial
creditor. The Issuer would like to make this payment as soon as possible;
10.2. in the context of the 2010 Notes and the 2017 Notes, the most efficient way to achieve this is for
the Issuer to effect an early redemption on a Note-by-Note basis.
10.3. The terms of the 2010 Notes and the 2017 Notes currently do not allow for early redemption at
the option of the Issuer. The Issuer therefore wishes to amend and restate each applicable pricing
supplement to allow the Issuer the right to early redeem at the option of the Issuer and to make
certain related amendments to the terms and conditions of the 2010 Notes and the 2017 Notes.
11. The date that the Issuer has selected to determine which Noteholders recorded in the Register will receive
this notice, is 2 August 2021.
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12. There are no restrictions imposed on the 2010 Noteholders nor the 2017 Noteholders in respect of the
voting and passing of the Extraordinary Written Resolution. In terms of paragraph 1.17 of the JSE Debt
Listing Requirements, the Issuer will not be permitted to vote on the proposed resolution.
13. The 2010 Noteholders and the 2017 Noteholders will receive the Notice and the Extraordinary Written
Resolution via the CSD on 2 August 2021 and are required to sign the relevant Extraordinary Written
Resolution and deliver a signed copy thereof by not later than 17h00 on 31 August 2021 as set out in
paragraph 15 below.
14. In respect of each Series of Notes:
14.1. issued under the 2017 DMTN Programme, each extraordinary resolution will automatically be
approved and passed if the proposed resolution is approved by noteholders holding not less than
75% in value of the aggregate Outstanding Nominal Amount of such Series of Notes; and
14.2. issued under the 2010 DMTN Programme, each extraordinary resolution will automatically be
approved and passed if the proposed resolution is approved by noteholders holding not less than
66.67% in value of the aggregate Outstanding Nominal Amount of such Series of Notes.
15. Each signed Extraordinary Written Resolution must be lodged with the relevant Central Securities
Depository Participant for each Noteholder (that provided such Noteholder with this notice) by no later
than 17h00 on 31 August 2021, as follows:
15.1. in respect of the relevant Central Securities Depository Participant, a copy of each such
Extraordinary Written Resolution must be e-mailed to the relevant Central Securities Depository
Participant; and
15.2. on receipt of each Extraordinary Written Resolution, the relevant Central Securities Depository
Participant will notify Strate Proprietary Limited of the total Nominal Amount Outstanding of the
holders of the relevant notes that have signed each Extraordinary Written Resolution, by e-mail
to Strate-CDAdmin@strate.co.za
16. A copy of each signed Extraordinary Written Resolution must also be e-mailed to the Issuer, for the
attention of Dorothy Kobe at the following email address: TenderOffer@landbank.co.za
2 August 2021
Enquiries
Land and Agricultural Development Bank of South Africa
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Ayanda Kanana, Chief Executive Officer
Khensani Mukhari, Chief Financial Officer
Rebecca Phalatse, General Manager: Marketing and Communications – Tel: 074 159 6833
Dorothy Kobe, General Manager: Treasury- email address: DKobe@landbank.co.za
Debt Sponsor
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division
(registration number: 1962/000738/06)
Contacts: Ms Kea Sape
Email: kea.sape@standardbank.co.za
Tel: +27 (0) 11 721 5594
End
Date: 02-08-2021 10:54:00
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