RAND WATER BOARD - BIRW-Amended Programme Memorandum

BIRW-Amended Programme Memorandum

RAND WATER
(deemed to have been established in terms of section 84 of the Water Services Act, 1997)
JSE Issuer Code: BIRW
(“Rand Water” or the “Issuer”)

AMENDMENTS TO THE PROGRAMME MEMORANDUM

Rand Water has established a ZAR10,000,000,000 Domestic Medium Term Note Programme
(“Programme”) under which Rand Water may, from time to time, issue unsecured notes of any kind
(“Notes”) pursuant to the Programme Memorandum dated 9 December 2010 (“current Programme
Memorandum”).

Rand Water 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 25 February 2019
(“Amended Programme Memorandum”).

Any capitalised terms not defined in this SENS announcement 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)    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 9 (Payments) and the calculation agency functions reflected in Condition 8
          (Interest);

      •   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
          19 (Amendment) and amendments to the requirements for meetings of Noteholders reflected
          in Condition 20 (Meetings of Noteholders);
      •     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”).

b)        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”).

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

The Amended Programme Memorandum was approved by the JSE on 14 February 2019. The Amended
Programme Memorandum is available for inspection on the following website link:
http://www.randwater.co.za/Annual%20Reports/Forms/AllItems.aspx.



26 February 2019

Debt Sponsor: The Standard Bank of South Africa Limited, acting through its Corporate and Investment
Banking division

Date: 26/02/2019 04:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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 information disseminated through SENS.