CAPITEC BANK LIMITED - Notification Of Technical And Regulatory Amendments To The Programme Memorandum

Notification Of Technical And Regulatory Amendments To The Programme Memorandum

CAPITEC BANK LIMITED
Registration number 1980/003695/06
Incorporated in the Republic of South Africa
Company code: BICAP
Stock Code: CBL28
ISIN Code: ZAG000151333
Stock Code: CBL29
ISIN Code: ZAG000158874
(“Capitec Bank” or “the Company”)

NOTIFICATION OF TECHNICAL AND REGULATORY AMENDMENTS TO THE PROGRAMME
MEMORANDUM RELATING TO CAPITEC BANK’S ZAR8 000 000 000 DOMESTIC MEDIUM
TERM NOTE PROGRAMME

On 21 April 2016 Capitec Bank issued an Amended and Updated Programme
Memorandum dated 21 April 2016 ("Previous Programme Memorandum").

Capitec Bank has amended and updated the Previous Programme Memorandum
on the basis set out in the Amended and Updated Programme Memorandum
dated 12 May 2021 ("Programme Memorandum").

The Programme Memorandum (including the section of the Programme
Memorandum headed "Terms and Conditions" ("new Terms and Conditions"))
will apply to all Notes issued, under the Programme, pursuant to this
Programme Memorandum, on and after 12 May 2021 ("Programme Date").

Noteholders of all Notes issued under the Programme, pursuant to the
Previous Programme Memorandum, which remain in issue under the Programme
as at the Programme Date ("Existing Notes") are hereby advised that:

a) on and with effect from the Programme Date, the sections of the
   Programme Memorandum headed "Documents Incorporated by Reference",
   "Risk Factors", "Form of the Notes", "Description of the Issuer",
   "Financial Information", "Settlement, Clearing and Transfers of
   Registered Notes", "Taxation" and "Exchange Control" will supersede
   and replace the corresponding sections of the Previous Programme
   Memorandum in their entirety and, to this extent, update the Previous
   Programme Memorandum;

b) with reference to paragraph (a) above, Noteholders of Existing Notes
   should be aware, in particular, that the updates reflected in the
   sections of the Programme Memorandum headed "Documents Incorporated
   by Reference" and "Description of the Issuer" reflect the relevant
   new provisions prescribed by the current JSE Debt Listings
   Requirements;

c) the section of the Previous Programme Memorandum headed "Terms and
   Conditions" ("old Terms and Conditions") will remain applicable to
   all Existing Notes subject to all Applicable Laws (including, without
   limitation, the Banks Act, 1990 and the current JSE Debt Listings
   Requirements – see paragraph (d) below);

d) with reference to paragraph (c) above, Noteholders of Existing Notes
   should be aware, in particular, that Condition 9.11 (Purchase) and
   Condition 21.2 (Convening of meetings) of the old Terms and
   Conditions have been amended, by operation of law, to reflect the
   relevant new provisions prescribed by the current JSE Debt Listings
   Requirement. These JSE-required amendments are reflected in
   Condition 9.11 (Purchase) and Condition 21.2 (Convening of meetings)
   of the new Terms and Conditions.

The Programme Memorandum is available for inspection on the following
website: https://www.capitecbank.co.za/investor-relations/bond-
programme/

* Capitalised terms and expressions used in this announcement and not
otherwise defined herein, shall have the meanings ascribed to such terms
and conditions in the Programme Memorandum

Stellenbosch
18 May 2021

Debt Sponsor
PSG Capital

Date: 18-05-2021 04:00:00
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