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ESKOM HOLDINGS SOC LIMITED - EL30 - Pricing Supplement

Release Date: 23/10/2013 09:52
Code(s): EL30     PDF:  
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EL30 - Pricing Supplement

ESKOM HOLDINGS SOC LIMITED
(Incorporated in the Republic of South Africa with limited liability under Registration
Number 2002/015527/06)

PRICING SUPPLEMENT


Issue of ZAR 250,000,000.00 2.3% Unsecured Indexed Notes due 29 July 2030
            
Under its ZAR100, 000,000,000 Domestic Multi-Term Note Programme
 
This document constitutes the Applicable Pricing Supplement relating to the issue of Notes
 described herein. Terms used herein shall be deemed to be defined as such for the
 purposes of the Terms and Conditions set forth in the Programme Memorandum dated 04
 February 2010. The Notes described in this Applicable Pricing Supplement contains the
 final terms of the Notes and this Applicable Pricing Supplement must be read in
 conjunction with such Programme Memorandum. To the extent that there is any conflict or
 inconsistency between the contents of this Pricing Supplement and the Programme
 Memorandum, the provisions of this Pricing Supplement shall prevail.

DESCRIPTION OF THE NOTES
1.    Issuer                                                   Eskom Holdings SOC Limited
2.    Guarantor                                                RSA
3.    Status of Notes                                          Unsecured
4.    Form of Notes                                            Registered Notes
5.    Series Number                                            9
6.    Tranche Number                                           6
7.    Aggregate Nominal Amount:
      (a)      Series                                          ZAR 1,010,000,000.00
      (b)      Tranche Listed                                  ZAR    250,000,000.00




8.    Interest                                                 Interest-bearing
9.    Interest Payment Basis                                   Indexed Notes
10.   Automatic/Optional Conversion                            N/A
      from one
      Interest/Redemption/Payment
      Basis to another


11. Issue Date                                                 24 October 2013
                                                                       Page 2


12. Nominal Amount per Note                ZAR1,000,000
13. Specified Denomination                 ZAR1,000,000
14. Issue Price                            101.83858%
15. Interest Commencement Date             29 July 2013
16. Maturity Date                          29 July 2030
17. Applicable Business Day Convention     Following Business Day
18. Final-Redemption Amount                The greater of:
                                              * The nominal amount; or,
                                              * 100% of the Nominal amount
                                                  divided by the Base CPI and
                                                  multiplied by the Reference CPI
                                                  for that date
19. Last Date to Register                  17h00 on 18 July and 18 January of
                                           each year until the maturity date.
20. Books Closed Period(s)                 The Register will be closed from 19 July
                                           to 29 July and from 19 January to 29
                                           January all dates inclusive) in each
                                           year until the Maturity Date


21. Default Rate                           N/A
     Programme Amount
22. Programme Amount as at the issue       ZAR 100,000,000,000
date

23. Aggregate outstanding Nominal
                                           ZAR 84,644,287 732
amount of all the Notes issued under the
Programme(including      Notes   issued
under the Programme pursuant to the
previous Programme Memorandum as at
the Issue date
                                                                               Page 3




          INDEXED NOTES
    24.    (a) Type of Index-Linked Notes      Indexed Interest and Indexed
                                               Redemption Amount Note
(          (b) Real Yield                      2.3% per annum payable semi-annually
                                               in arrear
           (c) Index/Formula by reference to   South African Headline CPI (For all
                                               urban areas)
            which Interest Rate Amount is to
              be determined
          (d) Interest Period(s)               6 Months
          (e) Interest Payment Date(s)         29 July and 29 January
          (f) Calculation Agent                Eskom
          (g) Index rebasing, delay and        The 2008 ISDA Inflation Derivatives
              distribution event provisions    Definitions (as published by the
                                               International Swaps and Derivatives
                                               Association, INC)
          (h) Definition of Business Day (if   N/A
              different from that set out in
              Condition 1)

          (i) Minimum Rate of Interest         N/A

          (j) Maximum Rate of Interest         N/A

          (k) Other terms relating to the      N/A
              method of calculating interest
              (eg: Day Count Fraction,
              rounding up provision)

          (l) Manner in which the Interest     Reference CPI or Ref CPI date
              Rate/Interest Amount is to be
              determined

                                               Means, in relation to a date:
                                                (1) if the date is the first day of a
                                                calendar month, Reference CPI is
                                                the CPI for the fourth calendar month
                                                preceding the calendar month in
                                                which the date occurs (which CPI is
                                                typically published during the third
                                                calendar month preceding the
                                                calendar month in which the date
                                                occurs);and
                                                     Page 4


                       (2) if the date occurs on any day
                       other than the first day of any
                       calendar month, then reference CPI
                       shall be determined in accordance
                       with the following formula:
                       Ref CPI date = Ref CPI j + ?t ?1 ? x
                                                     d

                       (Ref CPI J+1 – Ref CPI j)
                       Where:
                       (i) Ref CPI j is the Index level for the
                       first day of the fourth Reference
                       Month four calendar months
                       preceding the relevant Interest
                       Payment Date;
                       (ii) Ref CPI j+1 is the Index level for
                       the Reference Month three calendar
                       months preceding the Interest
                       Payment Date;
                       (iii) t is the calendar day
                       corresponding to date;
                       (iv) D is the number of days in the
                       calendar month in which date occurs
(m) Base CPI          Means 102.861290323 being the
                      Reference CPI for 29 July 2013
(n) CPI Adjustment    Means in relation to an amount to be
                      valued or paid on a date, that amount
                      divided by the Base CPI and multiplied
                      by the Reference CPI for that date, as
                      determined by the Calculation Agent.
(o) Interest Amount   The amount determined by adjusting
                      ZAR 1,000,000 by the CPI adjustment
                      for the relevant Interest Payment Date,
                      and multiplying the adjusted amount by
                      the Yield, and dividing the result by two.
                                                                         Page 5




PROVISIONS REGARDING
REDEMPTION/MATURITY

25.   Issuer’s and Guarantor’s Optional      No
      Redemption:
      If yes:
      (a) Optional Redemption Date(s)        N/A
      (b) Optional Redemption                N/A
          Amount(s) and method, if any,
          of calculation of such amount(s)
      (c) Minimum period of notice (if       N/A
          different from Condition 8.3)
      (d) If redeemable in part:             N/A
        Minimum       Redemption
      Amount(s)

          Higher Redemption Amount(s)        N/A
      (e) Other terms applicable on          N/A
          Redemption
26.   Early redemption for taxation
      reasons or on Event of default         YES
      If no:
      a. Amount Payable or
      b. Method of calculation of            N/A
         amount payable

                                             N/A

GENERAL
27.   Financial Exchange                     JSE
28. Calculation Agent                        Issuer
29. Paying Agent                             Issuer
30. Specified office of the Paying Agent     Maxwell     Drive,   Megawatt     Park,
                                             Sunninghill, 2157, South Africa
31. Transfer Agent                           Issuer
32. Specified office of the Transfer         Maxwell     Drive,   Megawatt     Park,
    Agent                                    Sunninghill, 2157, South Africa
                                             Tel: (011) 800 5025
                                             Fax: (011) 800 4173
33. Provisions relating to stabilisation     N/A
34. Stabilising manager                      N/A
35. Additional selling restrictions          N/A
                                                                       Page 6


36. ISIN                                  ZAG000107558
37. Stock Code                            EL30
38. The notice period required for        14 days prior to the requested date of
    exchanging Uncertificated Notes for   such exchange
    Individual Certificates
39. Method of distribution                N/A
40. If syndicated, names of Managers      N/A
41. If non-syndicated, name of Dealer     Issuer
42. Governing law (if the laws of South   N/A
    Africa are not applicable)
43. Surrendering of Notes                 14 days after the date on which the
                                          Certificate in respect of the Note to be
                                          redeemed has been surrendered to the
                                          Issuer
44. Use of proceeds                       N/A
45. Pricing Methodology                   Standard JSE pricing methodology
46. Other provisions                      N/A
47. Capital Raising Process               Open Market auction/Reverse enquiry

48. Credit Rating Outlook


                                          Rating         Outlook
 Standard & Poor’s

 - Foreign currency                         BBB         Negative
 - Local currency                           BBB
 Moody's
 - Foreign currency                        Baa3         Negative
 - Local currency                          Baa3
 Fitch
 - National Long-term (zar)                 AA+            Stable
 - National Short-term (zar)                 F1+
                                                                                             Page 7


DISCLOSURE REQUIREMENTS IN TERMS OF PARAGRAPH 3(5) of Commercial Paper
Regulations

49. Paragraph 3(5)(a)

       The ultimate borrower is the Issuer.

50. Paragraph 3(5)(b)

       The Issuer is a going concern and can in all circumstances be reasonably expected to meet its
       commitments under the Notes.

51. Paragraph 3(5)(c)

       The auditors of the Issuer are KPMG Inc. and SizweNtsalubaGobodo.

52. Paragraph 3(5)(d)

       As at the date of this Supplement:

 (i)       The Issuer has the following commercial paper in issue in the domestic market:

           a.   ZAR 13,089,421,410.47 short dated commercial paper bills

           b. ZAR 94,066,234,811.00 bonds

           c. ZAR 2,000,000,000 floating rate notes; and

 (ii) To the best of the Issuer’s knowledge and belief, the Issuer estimates to issue the following
           during the current financial year, ending 31 March 2014

           a. a further ZAR 2,573,000,000.00 of bonds

           b. ZAR 7,436,000,000.00 of commercial paper as and when the current paper in issue
           matures.

53. Paragraph 3(5)(e)

       All information that may reasonably be necessary to enable the lender to ascertain the nature
       of the financial and commercial risk of its investment in the Notes is contained in the
       Programme Memorandum and the Applicable Pricing Supplement.
                                                                                              Page 8


54. Paragraph 3(5)(f)

    There has been no material adverse change in the Issuer’s financial position since the date of
    its last audited financial statements.

55. Paragraph 3(5)(g)

    The Notes issued will be listed on JSE.

56. Paragraph 3(5)(h)

    The funds to be raised through the issue of the Notes are to be used by the Issuer for the
    funding of its business operations within the Eskom Group.

57. Paragraph 3(5)(i)

    The obligations of the Issuer in respect of the Notes are unsecured.

58. Paragraph 3(5)(j)


    KPMG Inc. and SizweNtsalubaGobodo Inc, the statutory auditors of the Issuer, have
    confirmed that nothing has come to their attention to indicate that this issue of Notes under the
    Programme will not comply in all respects with the relevant provisions of the Commercial
    Paper Regulations.

    The Issuer’s latest audited financial statements as at 31 March 2013 are deemed to be
    incorporated in, and to form part of the Programme Memorandum and are available free of
    charge to each person to whom a copy of the Programme Memorandum has been delivered,
    upon request of such person.
                                                                                              Page 9



Responsibility:

    The Applicant Issuer certifies that to the best of their knowledge and belief there are no facts
    that have been omitted which would make any statement false or misleading and that all
    reasonable enquiries to ascertain such facts have been made as well as that the Placing
    Document contains all information required by law and the JSE Listings Requirements. The
    Applicant Issuer accepts full responsibility for the accuracy of the information contained in the
    Placing Document, Pricing Supplements and the annual financial report, the amendments to
    the annual financial report or any supplements from time to time, except as otherwise stated
    therein.




   Application is hereby made to list this issue of Notes on the 24 October 2013.



   SIGNED at Johannesburg on this___________ day of October 2013.
   for and on behalf of

   ESKOM HOLDINGS SOC LIMITED
   (as Issuer)


   ______________________                                ____________________
   B DAMES                                               Z TSOTSI
   CHIEF EXECUTIVE                                       CHAIRMAN
   Who warrants his authority hereto                     Who warrants his authority hereto

Date: 23/10/2013 09:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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