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BITOY - Notification of Amendments to the Issuer’s Programme Memorandum and Update to Docs Incorporated by Reference
Toyota Financial Services (South Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1982/010082/06)
Company code: BITOY
LEI: 3789007A2F79BC469D53
(the “Issuer”)
NOTIFICATION OF AMENDMENTS TO THE ISSUER’S ZAR 10 000 000 000 DOMESTIC MEDIUM
TERM NOTE PROGRAMME MEMORANDUM AND UPDATE TO DOCUMENTS INCORPORATED BY
REFERENCE
The Issuer has received approval from the JSE Limited (the “JSE”) on its amended and restated
ZAR 10 000 000 000 Domestic Medium Term Note Programme Memorandum dated 28 October
2022 (the “Amended Programme Memorandum”).
A summary of the changes effected in the Amended Programme Memorandum is provided below:
• Updates to the Documents Incorporated by Reference section to cater for both the published
audited consolidated and separated annual financial statements of the Issuer and the annual
financial report of the guarantor for the year ended 31 March 2022, respectively; to update
4.10(b) declarations and the brief CVs of the directors and the debt officer; to include a
description of both the Nomination and the Conflict of Interest Management policies and the
inclusion of a statement that the constitutive documents of the Issuer are available at their
registered office;
• Updates to the pro-forma applicable pricing supplement to include both the registered
addresses of the Issuer and the guarantor and a revised definition of the Last Day to Trade;
• Updates to the Method of Payment, Purchases, Events of Default and the Guarantee sections;
• Amendments to condition 19 (Calculation Agent, Transfer Agent, Paying Agent, Settlement
Agent and Issuer Agent) to include the Settlement Agent and the replacement of “specified
office” with “Specified Address”;
• Amendments to condition 20 (Notices) to include sub-condition 20.3;
• Amendments to condition 22 (Meetings of Noteholders/Consent Process) to include physical
and virtual meetings of noteholders and the sub-condition 22.4.5 and other general
amendments;
• Updates to the Form of Guarantee by Toyota Motor Finance (Netherlands) B.V. section to
include dates, a definition for Sanctions Authority and an additional circumstance for non-
payment under the guarantee related to measure enforced by the Sanctions Authority as per
paragraph 4.7;
• Updates to the Form of the Notes to include the word “only” under paragraph 3 of “Beneficial
Interest in Notes held in the CSD”, update to the Subscription and Sale section to include a date
in the second paragraph, to update the “European Economic Area” paragraph and to update
the “Public Offer Selling Restriction under the UK Prospectus Regulation” paragraph,
• Update to the “income Tax” section, “Capital Gains Tax” and “Withholding Tax” paragraphs
under Taxation section for the latest tax amendments
• Updates to the General Information and Corporate Information sections;
• Inclusion of references to the Interest Rate Market of the JSE; and
• Other ancillary updates to give effect to these amendments.
The Information Statement, which is incorporated by reference in the Amended Programme
Memorandum. has also been updated to reflect the latest information available to the Issuer.
The Amended Programme Memorandum and the updated Information Statement are available for
inspection at the registered office of the Issuer and will be made available for inspection on the
Issuer’s website:
https://www.toyota.co.za/financial-services/corporate-affairs.
The Amended Programme Memorandum will also be made available for inspection on the JSE’s
website, www.jse.co.za.
7 November 2022
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 07-11-2022 03:28:00
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