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Amendments to the programme memorandum - DIDBS
Development Bank of Southern Africa Limited
Registration number: 1600157FN
JSE alpha code: DIDBS
(“DBSA” or the “Issuer”)
AMENDMENTS TO THE PROGRAMME MEMORANDUM
Noteholders are referred to (a) the Development Bank of Southern Africa Limited ZAR80,000,000,000 Domestic
Medium Term Note Programme ("Programme") and the Amended and Updated Programme Memorandum
dated 14 December 2015 ("Programme Memorandum") prepared by the DBSA (reconstituted and incorporated
in terms of section 2 of the Development Bank of Southern Africa Act, 1997) in respect of the Programme and
(b) the amended JSE Debt Listings Requirements (effective 15 October 2018) ("Amended JSE Debt Listings
Requirements"). References in this announcement to any Section are to that Section of the Amended JSE Debt
Listings Requirements.
1. The Issuer is a state-owned entity which is regulated by the Development Bank of Southern Africa Act,
1997 ("DBSA Act") and the regulations to the DBSA Act ("DBSA Regulations"). In terms of section 21
of the DBSA Act, the Companies Act, 2008 ("Companies Act") does not apply to the Issuer UNLESS the
relevant Minister under the DBSA Act ("DBSA Minister"), by notice in the Gazette, applies a provision
of the Companies Act to the Issuer "in so far as such provision is not inconsistent with the provisions of
[the DBSA] Act".
2. Unless otherwise defined in this SENS announcement, capitalised terms used in this SENS
announcement bear the meanings ascribed to them in the section of the Programme Memorandum
headed "Terms and Conditions" ("Terms and Conditions").
3. Noteholders are hereby notified that:
a) Section 7.26 provides for the procedure to amend the Terms and Conditions (including the
Applicable Terms and Conditions).
b) Condition 17 (AMENDMENTS) of the Terms and Conditions is replaced in its entirety with
the provisions of Section 7.26.
c) Section 7.27 and Section 28 (Requirements for a meeting or written resolution of holders of
debt securities) set out, among other things, the requirements for meetings of Noteholders.
Section 7.27 purports to apply certain provisions of the Companies Act to the Issuer.
Subject to section 21 of the DBSA Act, the Companies Act does not (and cannot be made
to) apply to the Issuer (see paragraph 5.2 above).
d) In order to ensure the validity of an update to Condition 18 (MEETINGS OF NOTEHOLDERS)
of the Terms and Conditions to reflect the provisions of Section 7.28 and, insofar as is
possible, the substantive provisions of Section 7.27, the provisions of Condition 18
(MEETINGS OF NOTEHOLDERS) are deleted in their entirety and replaced by the following
amended Condition 18 (MEETINGS OF NOTEHOLDERS):
"Without Section 7.27 directly applying any of the provisions of the Companies Act to the
Issuer, but otherwise as contemplated in Section 7.27, the provisions of the amended
Condition 18 (MEETINGS OF NOTEHOLDERS) provide, in relation to a meeting of
Noteholders, (i) for a replication of the sections in the Companies Act that relate to "notice
of meetings", "conduct of meetings" and "meeting quorums and adjournment" as if the
references in such sections to "shareholders" and "company", respectively, were
references to "Noteholders" and "Issuer" respectively, (ii) for such meeting to be
announced on SENS and for the announcement to state the date that the Issuer has
selected to determine which Noteholders recorded in the Register will receive the notice
of meeting and the last date by which proxy forms must be submitted, (iii) for voting by
proxy and (iv) for a replication of the sections in the Companies Act that provide for the
form of proxy form; except to the extent (if any) that any of such provisions conflict with
any of the provisions of the DBSA Act and/or the DBSA Regulations.
The provisions of the amended Condition 18 (MEETINGS OF NOTEHOLDERS) provide, as
contemplated in Section 7.28, that a written resolution to Noteholders must state the date
that the Issuer has selected to determine which Noteholders recorded in the Register will
receive the notice of written resolution."
e) The Amended JSE Debt Listings Requirements are available on the JSE’s website at
www.jse.co.za.
f) The annual report of the Issuer for the financial year ended 31 March 2018 is incorporated
by reference into the Programme Memorandum (see the section of the Programme
Memorandum headed "Documents Incorporated by Reference"). This annual report
updates the description of the Issuer and its business set out in the section of the
Programme Memorandum headed "Description of the Issuer"). This annual report is
available for inspection, upon request, during normal office hours, at the Specified Office
of the Issuer. In addition, this annual report is available on the Issuer's website at
www.dbsa.org.
26 March 2019
Debt Sponsor: Nedbank CIB, a division of Nedbank Limited
Date: 26/03/2019 01:31:00 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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