Wrap Text
ABLI ABKI - Notification of update to the Programme Memorandum and documents incorporated by reference
African Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2014/176855/06)
Company code: ABLI
LEI: 254900UUEMIK0XL5A056
("African Bank Holdings Limited")
African Bank Limited
(Incorporated in the Republic of South Africa)
(Registered Bank)
(Registration No. 2014/176899/06)
Company code: ABKI
LEI: 2549008X8SL1B1J86F98
(the "Bank" or "African Bank Limited")
Notification of an update to the Programme Memorandum and an update regarding documents
incorporated by reference into the Programme Memorandum applicable to both the African Bank
Holdings Limited's ZAR 25 000 000 000 and African Bank Limited's ZAR 25 000 000 000 Domestic
Medium Term Note Programmes (the 'Programmes')
African Bank Holdings Limited Programme:
On 29 June 2023, the African Bank Holdings Limited established the Programme pursuant to a programme
memorandum registered with the JSE Limited ("JSE") (the "2023 Programme Memorandum") which applies
to all Series of Notes issued under the Programme on and after 29 June 2023 and prior to 5 September
2025.
The African Bank Holdings Limited wishes to advise Noteholders that approval has been obtained from the
JSE to register a new Programme Memorandum dated 5 September 2025 to the Programme (the "2025
Programme Memorandum"). The 2025 Programme Memorandum applies to all Series of Notes issued
under the Programme after 5 September 2025. The changes in the Programme Memorandum are either of
a technical nature, to correct manifest errors or to comply with mandatory provisions of the law.
The Programme is available for inspection at the registered office of African Bank Holdings Limited and can
also be accessed on https://www.africanbank.co.za/en/home/corporate-info-debt-investor-info
A summary of the key changes made to the African Bank Holdings Limited Programme are as follows:
• updates to the section of the Programme Memorandum headed "Summary of the Programme" to:
- update the debt sponsor;
- update to remove reference to the "JSE Debt Guarantee Fund Trust";
- update to incorporate Recognition of RSA Bail-in Powers provisions;
• updates to the section of the pro forma applicable pricing supplements to remove "Litigation
Statement";
• update to fix typos and errors;
• amendments to the section of the Programme Memorandum headed "Terms and Conditions of the
Notes" to:
- incorporate, clarify or remove certain definitions as per the Debt and Specialist Securities
Listings Requirements and the introduction of RSA Bail-in Powers under Condition 1
(Interpretation);
- to remove reference to the "Recourse to the JSE Debt Guarantee Fund Trust";
- to update conditions 6.9 Disapplication of Contractual Conversion Condition or Contractual
Write-off Condition, 8 Interest, 11 Taxation; and
- to incorporate condition 23 Recognition of RSA Bail-in Powers;
• update the South African Taxation, Subscription and Sale and the corporate information sections
• correct errors of a typographical nature;
• update the South African Taxation, Subscription and Sale and the Corporate Information sections;
• update to change the debt sponsor; and
• updates in various places in the Programme Memorandum to replace references to the JSE Debt
Listings Requirements with Debt and Specialist Securities Listings Requirements;
African Bank Limited Programme:
On 22 March 2016, the African Bank Limited established the Programme pursuant to a programme
memorandum registered with the JSE Limited ("JSE") and which was updated by supplements thereto
dated 5 November 2018, 28 March 2022 and 29 June 2023, respectively (the "2016 Programme
Memorandum"). There are no remaining Notes in issue under the 2016 Programme Memorandum.
On 13 March 2019, the Bank registered an updated and restated programme memorandum to the
Programme with the JSE as updated by a supplement thereto dated 28 March 2022 and 29 June 2023 (the
"2019 Programme Memorandum") which applies to all Series of Notes issued under the Programme on and
after 13 March 2019 and prior to 5 September 2025.
The Bank wishes to advise Noteholders that approval has been obtained from the JSE to register a new
Programme Memorandum dated 5 September 2025 to the Programme (the "2025 Programme
Memorandum"). The 2025 Programme Memorandum applies to all Series of Notes issued under the
Programme on and after 5 September 2025.
The 2025 Programme Memorandum is available for inspection at the registered office of the African Bank
Limited and can also be accessed on https://www.africanbank.co.za/en/home/corporate-info-debt-investor-
info
A summary of the key changes made to the African Bank Limited Programme are as follows:
• Update the debt sponsor;
• updates in various places in the Programme Memorandum to replace references to the JSE Debt
Listings Requirements with Debt and Specialist Securities Listings Requirements;
• updates to the "Documents Incorporated by Reference" and "General Description of the
Programme" sections;
• updates to the section of the Programme Memorandum headed "Summary of the Programme" to:
- update to various agents;
- updating titles of the various agents away from paying agent to settling bank and issuer agent
- removal of index linked notes;
- update to remove reference to the "JSE Debt Guarantee Fund Trust";
- update to both the "Rating" and Redemption" sections;
- update to incorporate Recognition of RSA Bail-in Powers provisions;
• update to the "Form of the Notes" section;
• updates to the section of the pro forma applicable pricing supplement to remove "Litigation
Statement", Indexed Notes and the inclusion of the "Inflation linked Notes;
• Change in legislation – or clarification of legislation where the effective date of prior changes in
legislation has now occurred;
• Removing out-of-date provisions such as those referencing cheques and the CSDP's and
updating the settlement process relating to the settling banks and Strate;
• update to fix typos and errors.
• amendments to the section of the Programme Memorandum headed "Terms and Conditions of the
Notes" to:
- incorporate, clarify or remove certain definitions as per the Debt and Specialist Securities
Listings Requirements and the introduction of RSA Bail-in Powers under Condition 1
(Interpretation);
- to remove reference to the "Recourse to the JSE Debt Guarantee Fund Trust";
- to update conditions 5. Status of Tier 2 Notes, 6. Interest, 7. Payments, 8. Redemption and
Purchase, 9. Taxation, 11. Events of Default, 15. Issuer Agent, Issuer Settling Bank,
Calculation Agent and Paying Agent, and
-to incorporate condition 21. Recognition of RSA Bail-in Powers;
• update Use of Proceeds section;
• update the South African Taxation, Subscription and Sale and the Corporate Information sections;
• correct errors of a typographical nature;
• update the South African Taxation, Subscription and Sale, General Information and the corporate
information sections; and
• update to change the debt sponsor.
The Bank and African Bank Holdings Limited further, hereby advise noteholders that the following
documents incorporated by reference into the Programme Memorandum have been updated and can be
accessed on https://www.africanbank.co.za/en/home/corporate-info-debt-investor-info:
- the Business Risk and Information Memorandum ("BRIM") dated 5 September 2025; and
- the Director's Information Sheets, which detail the full names of the directors of African Bank
Holdings Limited, the directors' declarations as required by the JSE Debt and Specialist Securities
Listings Requirements and other required disclosures in relation to the directors.
In addition to the above, the following documents can be accessed on
https://www.africanbank.co.za/en/home/policies-and-legal-compliances/ :
- the Conflict of Interest Policy and the Policy on Selection and Nomination of Non-Executive
Directors are available under the "Investors" – "Corporate Information" - "Policies and legal
compliances".
8 September 2025
Debt Sponsor
The Standard Bank of South Africa Limited
Date: 08-09-2025 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.
Sharenet Sites 
