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BITOY - Notification of Amendments to the Issuer’s ZAR 10 000 000 000 Domestic Medium Term Note Programme Memorandum
Toyota Financial Services (South Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1982/010082/06)
Company code: BITOY
(“Toyota Financial Services (South Africa) Limited” or the “Issuer”)
NOTIFICATION OF AMENDMENTS TO THE ISSUER’S ZAR 10 000 000 000 DOMESTIC MEDIUM
TERM NOTE PROGRAMME MEMORANDUM
Toyota Financial Services (South Africa) Limited has received approval from the JSE Limited (the
“JSE”) on its amended and restated ZAR 10 000 000 000 Domestic Medium Term Note Programme
Memorandum dated 27 October 2021 (the “Amended Programme Memorandum”). A summary of
the changes effected in the Amended Programme Memorandum is provided below:
• Updates to the Documents Incorporated by Reference section to:
- include the Information Statement dated 27 October 2021 (“Information Statement”),
which contains information pertaining to the Issuer, Toyota Motor Corporation (the
“Parent”), Toyota Financial Services Corporation (“TFS”) and Toyota Motor Finance
(Netherlands) B.V (the “Guarantor”), including a description of their business, full
names of the directors of the Issuer and the Guarantor and other required information
on the directors, company secretary and the debt officer of the Issuer, the Issuer’s
compliance with the King IV Report on Corporate Governance and policies as well as a
description of the risk factors;
- include links to where the relevant information is available;
• Amendments to the pro forma applicable pricing supplement to cater for the amendments to
the JSE Debt Listings Requirements (“new Requirements”) and other technical changes;
• Amendments to cater for the new Requirements, resulting in amendments to the Terms and
Conditions (as defined in the Amended Programme Memorandum) and in particular, the
definitions and conditions 9, 10, 11, 12, 13, 14, 15, 20, 21 and 22;
• Amendments to the events of default conditions to include the breach of the negative pledge;
• Amendments to the governing law condition to stipulate the governing law for the guarantee
• The removal of the sections headed “Description of Toyota Financial Services (South Africa)
Limited, Toyota Motor Finance (Netherlands) B.V.”, Toyota Financial Services Corporation and
description of relationship of the guarantor with TFS and the Parent, “Board of Directors”
“Corporate Governance and Regulatory Framework” and “Investor Considerations” from the
programme, as such information has been included in the Information Statement;
• Update for changes in the trade and settlement process;
• Update to the name of the Guarantee Fund;
• Updates to the Summary of the Programme section;
• Updates to the Form of the Notes section;
• Updates to the Settlement, Clearing and Transfer of Notes section;
• Updates to the Subscription and Sale section;
• Updates to the Taxation section;
• Updates to the South African Exchange Control section;
• Updates to the General Information section;
• Updates to the Corporate Information;
• Definitions were removed, amended or inserted to give effect to all of the above-mentioned
amendments; and
• Other technical changes.
The Amended Programme Memorandum and Information Statement are available for inspection
at the registered office of the Issuer and will be made available for inspection on the website:
https://www.toyota.co.za/financial-services/corporate-affairs.
The Amended Programme Memorandum will also be made available for inspection on the JSE’s
website, www.jse.co.za.
2 November 2021
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 02-11-2021 04:27:00
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