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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
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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
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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
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(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.
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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
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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+
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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.
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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.
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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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