BANK WINDHOEK LIMITED - Bank Windhoek Limited Notification Of An Update To The Programme Memorandum

Bank Windhoek Limited Notification Of An Update To The Programme Memorandum

Bank Windhoek Limited
Incorporated in the Republic of Namibia
(Registration No. 79/081)
Stock Code: BWZ21B
 ISIN Code: ZAG000150459
Stock Code: BWZ20A
 ISIN Code: ZAG000124843
Stock Code: BWZJ19
 ISIN Code: ZAG000140278
Stock Code: BWZJ21
 ISIN Code: ZAG000140286
Stock Code: BWZJ23
 ISIN Code: ZAG000155508

(the “Issuer”)

BANK WINDHOEK LIMITED NOTIFICATION OF AN UPDATE TO THE PROGRAMME MEMORANDUM

The Issuer has received approval from the JSE Limited (“JSE”) in relation to its amended and restated
programme memorandum dated 30 April 2019 (the “Amended and Restated Programme
Memorandum”), pursuant to which the Issuer may from time to time issue notes on the terms and
conditions set out in the Amended and Restated Programme Memorandum.

A summary of the changes effected in the Amended and Restated Programme Memorandum include:
    •   aligning the Issuer and JSE responsibility statements with the exact wording in the JSE Debt
        Listings Requirements (“JSE DLRs”);
    •   changing references to the “BESA Guarantee Fund” to “JSE Debt Guarantee Fund”;
    •   introducing definitions for the “Interest Period”, “Interest Payment Dates” and
        “Determination Dates” into the pro forma Applicable Pricing Supplement;
    •   amending Condition 19 “Notices” to be aligned with the JSE DLRs;
    •   amending Condition 21 “Meeting of Noteholders/Consent Process” to be aligned with the new
        Companies Act, 2008 (meetings of shareholder provisions);
    •   introduction of a written “Consent Process” by way of Extraordinary Resolution. These
        amendments were introduced alongside the Meeting of Noteholders;
    •   amendments to the definition of “Extraordinary Resolution” and the application thereof
        throughout the Terms and Conditions;
    •   changing the Noteholders voting default position i.e. “voting by hand” to “voting by poll”;
    •   further minor clean-up changes pursuant to the JSE DLRs;
    •   updating the Programme Memorandum to provide for the recent amendments from Strate in
        terms of settlement, for example all references to the “CSD Nominees” have been deleted;
        and
    •   updating the Issuer disclosure and incorporating same by reference pursuant to the
        information statement dated 30 April 2019 (the “Information Statement”).

The Amended and Restated Programme Memorandum and Information Statement are available for
inspection at the registered office of the Issuer and are also available for inspection on the Issuer’s
website at http://www.bankwindhoek.com.na. The Amended and Restated Programme
Memorandum and Information Statement will also be available for inspection on the JSE’s website at
www.jse.co.za.

6 May 2019
Debt Sponsor:
PSG Capital Proprietary Limited

Namibian Sponsor
PSG Wealth Management (Namibia) (Pty) Ltd
A Member of the Namibian Stock Exchange




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