MMI GROUP LIMITED - MMIG - Notification of an Update to the ZAR 10 000 000 000.00 Unsecured Subordinated Note Programme

MMIG - Notification of an Update to the ZAR 10 000 000 000.00 Unsecured Subordinated Note Programme

MMI Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1904/002186/06)
Company code: MMIG
(“MMI” or “the Issuer”)

NOTIFICATION OF AN UPDATE TO THE ZAR 10 000 000 000.00 UNSECURED SUBORDINATED NOTE
PROGRAMME

MMI has received approval from the JSE in terms of its amended ZAR 10 000 000 000.00 Unsecured
Subordinated Note Programme (the “programme”). A summary of the changes effected is provided
below:

•   Effected a change to the description of the programme from Unsecured Subordinated Callable
    Note Programme to Unsecured Subordinated Note Programme;
•   Inclusion of an unconditional and irrevocable guarantee provided by MMI Holdings Limited (the
    “guarantee”);
•   Update to the Documents Incorporated by Reference section to include the guarantee, the annual
    financial statements of MMI Holdings Limited and the Information Statement of MMI containing:
         - information pertaining to the business description, business management and corporate
             governance of the Issuer and Guarantor; and
         - information relating to risk factors associated with an investment in the Notes, including,
             but not limited to, risk factors specific to the Issuer and Guarantor
    and the removal of such information in the programme.
•   Amendment to the terms and conditions to cater for amendments to the JSE Debt Listings
    Requirements (the “Requirements”), which includes but is not limited to, amendments to cater
    for the Part 1A of 2018 amendments to the Requirements and for paragraphs 7.26 and 7.27 of the
    Requirements;
•   Amendments to the pro forma applicable pricing supplement (“APS”) to cater for amendments to
    the Requirements;
•   The inclusion of Condition 7 which deals with the guarantee and the terms and conditions thereof;
•   Amendments to Condition 9, 10 and 16 headed “Payments”, “Redemption and Purchase” and
    “Events of Default”;
•   Amendments to cater for changes to Strate Proprietary Limited’s Rules;
•   Inclusion of the Issuer Agent concept and related amendments thereto;
•   The Settlement, Clearing and Transfer of Notes section has been updated;
•   The Subscription and Sale of Notes section has been updated;
•   The South African Tax Considerations section has been updated;
•   The South Africa Exchange Control Considerations section has been updated;
•   The General Information section has been updated;
•   The Corporate Information section has been updated;
•   Definitions were removed or inserted to give effect to all the above-mentioned amendments; and
•   Other technical changes.

The updated programme and Information Statement are available for inspection at the registered
office of the Issuer and has been made available for inspection on their website,
http://www.mmiholdings.co.za/en/investor-relations/note-programme.

The updated programme memorandum will also be available for inspection on the JSE website
www.jse.co.za.

11 March 2018

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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