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Amendments to Nedbank's ZAR75 000 000 000 DMTN and Nedbank's R15 000 000 000 Structured Note Programme - BINBK
NEDBANK LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1951/000009/06
JSE alpha code: BINBK
(“Nedbank”)
AMENDMENTS TO NEDBANK’S ZAR75 000 000 000 DOMESTIC MEDIUM-TERM NOTE PROGRAMME
AND NEDBANK’S ZAR15 000 000 000 STRUCTURED NOTE PROGRAMME
Nedbank has established:
1) a ZAR75,000,000,000 Domestic Medium Term Note Programme ("DMTN Programme") under
which Nedbank may, from time to time, issue secured or unsecured, subordinated or
unsubordinated notes of any kind pursuant to the Amended and Updated Programme
Memorandum, dated 26 February 2016 ("DMTN Programme Memorandum"); and
2) a ZAR15,000,000,000 Structured Note Programme ("SNP Programme") under which Nedbank
may, from time to time, issue notes of any kind (including, without limitation, structured notes
such as Commodity Linked Notes, Equity Linked Notes, Currency Linked Notes, Inflation Linked
Notes, Fund Linked Notes, Index Linked Notes and Credit Linked Notes) pursuant to the
Amended and Updated Programme Memorandum, dated 13 July 2016 ("SNP Programme
Memorandum").
Noteholders are advised that Nedbank has amended and updated:
1) the DMTN Programme Memorandum on the basis set out in the Amended and Updated DMTN
Programme Memorandum dated 8 February 2019 (“Amended DMTN Programme
Memorandum”); and
2) the SNP Programme Memorandum on the basis set out in the Amended and Updated SNP
Programme Memorandum dated 8 February 2019 (“Amended SNP Programme
Memorandum”).
Any capitalised terms not defined in this SENS announcement have the meanings ascribed to them in
the respective sections of the Amended DMTN Programme Memorandum and the Amended SNP
Programme Memorandum (together, the “Amended Programme Memoranda”) headed “Terms and
Conditions” (“Terms and Conditions”). References to any Condition are to that Condition of the
relevant Terms and Conditions.
The amendments to the DMTN Programme Memorandum and the SNP Programme Memorandum, in
summary:
a) The Amended Programme Memoranda have been updated to comply with all of the applicable
provisions of the amended JSE Debt Listings Requirements (effective 15 October 2018) (“JSE
Debt Listings Requirements”) and the amended rules and directives of Strate Proprietary
Limited (“CSD Procedures”). These updates include, in summary:
- amendments in the Amended Programme Memoranda which reflect (i) the appointment
of an Issuer Agent (‘Calculation/Issuer Agent’) and a Settling Bank, as prescribed by the CSD
Procedures, (ii) the amended payment procedures under the Notes, as prescribed by the
CSD Procedures and (iii) the amended form of the Notes, as prescribed by the CSD
Procedures (see the respective sections of the Amended Programme Memorandum
headed “Form of the Notes” and “Settlement, Clearing and Transfers of Registered Notes”
(in the case of the Amended DMTN PM) or “Settlement, Clearing and Transfers of Notes”
(in the case of the Amended SNP PM);
- amendments to those of the respective Terms and Conditions the contents of which must
reflect the CSD Procedures including, without limitation, amendments to the payment
procedures reflected in Condition 11 (Payments) (in the case of the Amended DMTN PM)
or Condition 9 (Payments) (in the case of the Amended SNP PM) and the calculation agency
functions reflected in Condition 8 (Interest) (in the case of the Amended DMTN PM) or
Condition 7 (Interest) (in the case of the Amended SNP PM);
- amendments to those of the respective Terms and Conditions the contents of which must
reflect and/or which are prescribed by the JSE Debt Listings Requirements including,
without limitation, amendments to the procedures for amending the Terms and Conditions
reflected in Condition 20 (Amendments) (in the case of the Amended DMTN PM) or
Condition 18 (Amendments) (in the case of the Amended SNP PM) and amendments to the
requirements for meetings of Noteholders reflected in Condition 21 (Meetings of
noteholders) (in the case of the Amended DMTN PM) or Condition 19 (Meetings of
noteholders) (in the case of the Amended SNP PM);
- amendments of the wording relating to Issuer responsibility, and JSE responsibility and no
liability, as prescribed by the JSE Debt Listings Requirements (see the respective sections
of the Amended Programme Memoranda headed “General Notice”);
- amendments of the wording relating to the incorporation of documents by reference, as
prescribed by the JSE Debt Listings Requirements (see the respective sections of the
Amended Programme Memoranda headed “Documents incorporated by Reference”).
b) The Amended Programme Memoranda have been updated to reflect the applicable provisions
of other current Applicable Laws (such as South African taxation laws) (see the respective
sections of the Amended Programme Memoranda headed “Subscription and Sale”, “Taxation”
and “Exchange Control”).
c) The Amended Programme Memoranda have been updated to reflect the current circumstances
pertaining to the Issuer (see the respective sections of the Amended Programme Memoranda
headed “Risk Factors”, “Description of the Issuer” and “Financial Information”).
d) The ambit of the SNP Programme has been extended to include "warrants" (as defined in
Section 19 of the JSE Main Board Listing Requirements) and this is reflected in the Amended
SNP Programme Memorandum.
The Amended Programme Memoranda were approved by the JSE on 4 February 2019. The Amended
Programme Memoranda are available for inspection on the following website link:
https://www.nedbank.co.za/content/nedbank/desktop/gt/en/aboutus/debt-investor/debt-
investors-programme.html.
13 February 2019
Debt Sponsor: Nedbank Corporate and Investment Banking
Date: 13/02/2019 04:40:00 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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