KAGISO SIZANANI CAPITAL (RF) LIMITED - Amendment to Programme Memorandum

Amendment to Programme Memorandum

Kagiso Sizanani Capital Limited (RF)
Incorporated in the Republic of South Africa
(Registration Number 2003/028948/07)
Debt Issuer Code: BIKSC
(“Kagiso Sizanani” or the “Issuer”)

AMENDMENT TO PROGRAMME MEMORANDUM

Kagiso Sizanani has established a R2 000 000 000 Domestic Note and Redeemable Preference Share
Programme (“Programme”) under which Kagiso Sizanani may, from time to time, issue unsecured
guaranteed registered notes ("Notes") and registered cumulative non-participating redeemable
preference shares (“Redeemable Preference Shares”) pursuant to the Updated and Amended
Programme Memorandum dated 17 August 2012 (“Programme Memorandum”).

No Redeemable Preference Shares remain in issue under the Programme, pursuant to the Programme
Memorandum.

Kagiso Sizanani hereby advises Noteholders that it has amended and updated the Programme
Memorandum on the basis set out in the Amended and Updated Programme Memorandum dated
31 January 2019 (“Amended Programme Memorandum”).

Any capitalised terms not defined in this SENS announcement shall have the meanings ascribed to them
in the section of the Amended Programme Memorandum headed “Terms and Conditions” (“Terms and
Conditions”). References to any Condition are to that Condition of the Terms and Conditions.

The amendments which have been provided for in the Amended Programme Memorandum are
numerous. In summary:

a)    Redeemable Preference Shares have been excluded from the ambit of the Programme, and the
      Amended Programme Memorandum no longer provides for the issue of Redeemable Preference
      Shares.

b)    The Amended Programme Memorandum has 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 Memorandum 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 sections of the Amended Programme Memorandum headed “Form of the Notes” and
          “Settlement, Clearing and Transfers of Notes”);

      -   amendments to those of the 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) and the calculation agency functions reflected in Condition 10
          (Calculation/Issuer Agent);

      -   amendments to those of the 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
          23 (Amendment) and amendments to the requirements for meetings of Noteholders reflected
          in Condition 22 (Meetings of Noteholders);

      -   amendments in the Amended Programme Memorandum which reflect the procedure for
          amending the Guarantee, as prescribed by the JSE Debt Listings Requirements (see the
          section of the Amended Programme Memorandum headed “Guarantee”);

      -   amendments of the wording relating to Issuer responsibility, and JSE responsibility and no
          liability, as prescribed by the JSE Debt Listings Requirements (see the section of the
          Amended Programme Memorandum 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 section of the Amended
          Programme Memorandum headed “Documents incorporated by Reference”).

c)    The Amended Programme Memorandum has been updated to reflect the applicable provisions of
      other current Applicable Laws (such as South African taxation laws) (see the sections of the
      Amended Programme Memorandum headed “Subscription and Sale”, “Taxation” and “Exchange
      Control”).

d)    The Amended Programme Memorandum has been updated to reflect the current circumstances
      pertaining to the Representative (see the section of the Amended Programme Memorandum
      headed “Description of the Representative”).

e)    The Amended Programme Memorandum has been updated to reflect the current circumstances
      pertaining to the Issuer and the Guarantor (see the sections of the Amended Programme
      Memorandum headed “Risk Factors”, “Description of the Issuer and the Guarantor” and “Financial
      Information”).

For as long as the Amended Programme Memorandum remains registered with the JSE, the Amended
Programme Memorandum, as approved and registered by the JSE Limited, will be available for
inspection on the following website link: http://www.kagiso.com/bond-programme.php (main link) -
http://www.kagiso.com/pdf/inv_relations/kth_group_programme.pdf.



7 February 2019


Debt Sponsor
One Capital

Date: 07/02/2019 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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