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Results of Tender Offer in respect of notes issued under African Bank’s US$6 billion Euro Medium Term Note Program
AFRICAN BANK LIMITED
(Incorporated in the Republic of South Africa)
(Registered Bank)
(Registration No. 2014/176899/06)
Company code: ABKI
(“the Bank” or “African Bank”)
Results of Tender Offer in respect of notes issued under African Bank’s US$6 billion Euro Medium
Term Note Program
Interested parties are referred to the Johannesburg Stock Exchange News Service announcement
made by African Bank on 1 July 2016, in terms of which the Bank launched a tender offer in respect
of notes issued under its US$6 billion Euro Medium Term Note Program (“EMTN”), comprising U.S.
dollars (“USD”) and Swiss Franc denominated notes (“the Notes”).
African Bank hereby announces the results of the tender offer which, together with certain open
market repurchases concluded before the launch of the tender offer on 1 July 2016, will result in the
following aggregate principal amount of notes outstanding after the 22 July 2016 settlement date:
- USD 480 million in respect of USD denominated Notes; and
- CHF 228 million in respect of CHF denominated Notes.
The total USD equivalent of the nominal amount of Notes acquired by the Bank (i.e. excluding any
payment made in respect of interest accrued thereon) based on the closing CHF/USD exchange rates
as at 13 July 2016, as a result of both the tender offer and the open market repurchases was the
equivalent of USD 325 million.
Further details of the aggregate principal amount of the Notes outstanding after the settlement date
are contained in the tender offer results announcement, referred to below.
The full text of the tender offer results announcement, which has been released on Regulatory News
Service operated by the London Stock Exchange (“LSE”), is appended to this announcement. An
announcement of the results of the tender offer has also been issued on the Swiss Exchange (“SIX”).
Midrand
14 July 2016
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Appendix – African Bank Tender Offer Results notice published on the LSE
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS
OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS NOTICE.
14 July 2016
African Bank Limited
(the “Bank”)
(Registration Number 2014/176899/06)
(incorporated with limited liability in the Republic of South Africa)
ANNOUNCES THE FINAL RESULTS OF A TENDER OFFER
FOR ITS OUTSTANDING NOTES AS DESCRIBED BELOW
CHF 140,000,000 5.0 per cent. Notes due April 2022 (ISIN CH0310140600) issued on 4 April 2016 (the
“CHF 2022 Notes”);
CHF 84,000,000 5.50 per cent. Notes due June 2021 (ISIN CH0310140584) issued on 4 April 2016 (the
“CHF 2021 Notes”));
CHF 100,000,000 4.0 per cent. Notes due July 2020 (ISIN CH0310140568) issued on 4 April 2016 (the
“CHF 2020 Notes”);
CHF 120,000,000 4.750 per cent. Notes due March 2019 (ISIN CH0310140543) issued on 4 April 2016
(the “CHF 2019 Notes”);
U.S.$280,000,000 8.125 per cent. Notes due October 2020 (ISIN XS1390060546) issued on 4 April
2016 (the “USD October 2020 Notes”);
U.S.$280,000,000 6.000 per cent. Notes due February 2020 (ISIN XS1390059969) issued on 4 April
2016 (the “USD February 2020 Notes”); and
U.S.$25,600,000 2.4 per cent. Fixed Rate Notes due November 2018 (ISIN XS1390060207) issued on
4 April 2016 (the “USD 2018 Notes”),
(together, the "Notes" and each a "Series").
This notice must be read in conjunction with the tender offer memorandum dated 1 July 2016 (the
"Tender Offer Memorandum") which has been prepared by the Bank in relation to the Tender
Offer. Capitalised terms used in this notice and not otherwise defined herein shall have the
meanings ascribed to them in the Tender Offer Memorandum.
On 1 July 2016, the Bank announced the launch of a Tender Offer to Qualifying Holders of the Notes
issued by the Bank, who were invited to tender (i) any and all of the First Priority Notes for purchase
for cash and (ii) the Second Priority Notes for purchase for cash up to an aggregate Tender
Consideration paid for the Second Priority Notes of U.S.$500,000,000 (the “Maximum Tender
Consideration”) less the aggregate Tender Consideration (converted (in the case of the CHF Notes)
into the USD equivalent of such aggregate Tender Consideration using the CHF/USD Exchange Rate)
paid for the First Priority Notes accepted for purchase by the Bank subject to the Bank’s right in its
sole and absolute discretion to increase or decrease such amount.
The Tender Offer expired at 4:00 p.m. (London time) on 13 July 2016.
Results of the Tender Offer
The Bank is pleased to announce the pricing and results of the Tender Offer as follows:
Title of Security Final aggregate Pro-ration Tender Price Accrued Aggregate
principal amount factor Interest principal amount
of Notes accepted of Notes
for purchase outstanding
after the
Settlement Date
(See Note 1)
First Priority Notes
CHF 2022 Notes CHF 86,452,000 Not Applicable 94.50 per 1.25 per CHF 50,396,000
cent. cent.
CHF 2021 Notes CHF 28,268,000 Not Applicable 97.50 per 0.72 per CHF 53,704,000
cent. cent.
CHF 2020 Notes CHF 39,832,000 Not Applicable 94.00 per 0.20 per CHF 53,200,000
cent. cent.
CHF 2019 Notes CHF 48,716,000 Not Applicable 98.50 per 1.43 per CHF 71,144,000
cent. cent.
USD 2018 Notes U.S.$0 Not Applicable 90.50 per Not U.S.$25,600,000
cent. Applicable
Second Priority
Notes
USD October 2020 U.S.$22,487,200 Not Applicable 99.00 per 2.10 per U.S.$248,244,800
Notes cent. cent.
USD February 2020 U.S.$46,956,800 Not Applicable 96.00 per 1.80 per U.S.$205,690,400
Notes cent. cent.
(Note 1)
Notes of any Series which are held by or on behalf of the Bank are deemed not to be outstanding and will be cancelled.
All First Priority Notes that have been validly tendered in the Tender Offer have been accepted for
purchase without pro-ration. The aggregate principal amount of each Series of First Priority Notes
validly accepted for purchase and the relevant Tender Price in respect of each Series of First Priority
Notes so accepted are set out in the table above.
All Second Priority Notes that have been validly tendered in the Tender Offer at or below the
relevant Tender Price have been accepted for purchase without pro-ration as set out in the table
above. The aggregate principal amount of each Series of Second Priority Notes validly accepted for
purchase and the relevant Tender Price in respect of the relevant Notes of each Series of Second
Priority Notes so accepted are set out in the table above.
General
The Bank hereby announces that the Settlement Date for the Tender Offer will now be 22 July 2016.
All Notes purchased by the Bank will be immediately cancelled and will not be re-issued or re-sold.
Contact Information
The Dealer Managers of the Tender Offer are:
DEALER MANAGERS
Goldman Sachs International Rand Merchant Bank, a division of FirstRand Bank
Peterborough Court Limited (London Branch)
133 Fleet Street 2 – 6 Austin Friars
London EC4A 2BB London EC2N 2HD
United Kingdom United Kingdom
Attn: Liability Management Group Attn: Martin Richardson
Tel: +44 (0) 207 774 9862 Tel: +44 (0) 207 939 1731
Email: liabilitymanagement.eu@gs.com Email: Martin.Richardson@rmb.co.uk
The Tender and Information Agent for the Tender Offer is:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn: Sunjeeve Patel / Paul Kamminga
Tel: +44 20 7704 0880
Email: africanbank@lucid-is.com
Bank contact:
African Bank Limited
59, 16th Road
Midrand, 1685
South Africa
OFFER RESTRICTIONS
The distribution of this notice in certain jurisdictions may be restricted by law. Persons into whose
possession this notice or the Tender Offer Memorandum comes are required by each of the Bank,
the Dealer Managers and the Tender and Information Agent to inform themselves about, and to
observe, any such restrictions. Please also see the Tender Offer Memorandum for a fuller
description of such restrictions.
DISCLAIMER
The Dealer Managers do not take responsibility for the contents of this notice. This notice must be
read in conjunction with the Tender Offer Memorandum. This notice and the Tender Offer
Memorandum do not constitute an offer to buy or the solicitation of an Offer to Sell the Notes, and
tenders of the Notes for purchase pursuant to the Tender Offer have not been accepted from
Qualifying Holders, in any circumstances in which such offer or solicitation is unlawful. This notice
and the Tender Offer Memorandum contain important information.
Date: 14/07/2016 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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