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Notice of Request for Written Consent of Noteholders
FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1929/001225/06)
Company code: BIFR1
(“FRB”)
FIRSTRAND BANK LIMITED
(Registration Number: 1929/001225/06)
(the Issuer)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN
ACCORDANCE WITH CONDITION 23 OF THE FIRSTRAND BANK LIMITED
ZAR30,000,000,000 NOTE PROGRAMME
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each
holder of Notes (as defined below) (the Noteholders) issued under the FirstRand Limited
ZAR30,000,000,000 Note Programme (the Programme) established pursuant to a
programme memorandum dated 29 November 2011 (the Programme Memorandum) in
accordance with Condition 22 (Notices) of the section headed “Terms and Conditions of the
Notes” in the Programme Memorandum (the Terms and Conditions), for purposes of
obtaining the Noteholders’ written consent to waive the 21 day written notice period required
in terms of Condition 24 (Meeting of Noteholders) and amend and restate paragraph 51(w)
(Valuation Date) of the following:
1.1 applicable pricing supplement dated 3 February 2012 (the FRC95 Applicable Pricing
Supplement) in relation to the issue of ZAR4,000,000 Credit Linked Notes with
Scheduled Termination Date of 15 June 2016 (Stock Code FRC95) (the FRC95
Notes);
1.2 applicable pricing supplement dated 20 February 2012 (the FRC98 Applicable Pricing
Supplement) in relation to the issue of ZAR52,000,000 Credit Linked Notes with
Scheduled Termination Date of 15 June 2016 (Stock Code FRC98) (the FRC98
Notes);
1.3 applicable pricing supplement dated 29 February 2012 (the FRC99 Applicable Pricing
Supplement) in relation to the issue of ZAR23,500,000 Credit Linked Notes with
Scheduled Termination Date of 24 February 2017 (Stock Code FRC99) (the FRC99
Notes);
1.4 applicable pricing supplement dated 2 March 2012 (the FRC101 Applicable Pricing
Supplement) in relation to the issue of ZAR31,000,000 Credit Linked Notes with
Scheduled Termination Date of 24 February 2017 (Stock Code FRC101) (the FRC101
Notes);
1.5 applicable pricing supplement dated 19 March 2012 (the FRC105 Applicable Pricing
Supplement) in relation to the issue of ZAR8,000,000 Credit Linked Notes with
Scheduled Termination Date of 24 February 2017 (Stock Code FRC105) (the FRC105
Notes);
1.6 applicable pricing supplement dated 16 March 2012 (the FRC106 Applicable Pricing
Supplement) in relation to the issue of ZAR1,500,000 Credit Linked Notes with
Scheduled Termination Date of 24 February 2017 (Stock Code FRC106) (the FRC106
Notes);
1.7 applicable pricing supplement dated 19 April 2012 (the FRC108 Applicable Pricing
Supplement) in relation to the issue of ZAR100,000,000 Credit Linked Notes with
Scheduled Termination Date of 24 February 2017 (Stock Code FRC108) (the FRC108
Notes);
1.8 applicable pricing supplement dated 4 June 2012 (the FRC117 Applicable Pricing
Supplement) in relation to the issue of ZAR8,300,000 Credit Linked Notes with
Scheduled Termination Date of 15 June 2016 (Stock Code FRC117) (the FRC117
Notes);
1.9 applicable pricing supplement dated 28 August 2012 (the FRC148 Applicable Pricing
Supplement) in relation to the issue of ZAR14,000,000 Credit Linked Notes with
Scheduled Termination Date of 24 February 2017 (Stock Code FRC148) (the FRC148
Notes);
1.10 applicable pricing supplement dated 12 June 2013 (the FRC175 Applicable Pricing
Supplement) in relation to the issue of ZAR20,000,000 Credit Linked Notes with
Scheduled Termination Date of 15 June 2016 (Stock Code FRC175) (the FRC175
Notes);
the FRC95 Notes, the FRC98 Notes, the FRC99 Notes, the FRC101 Notes, the
FRC105 Notes, the FRC106 Notes, the FRC108 Notes, the FRC117 Notes, the
FRC148 Notes and the FRC175 Notes, together constituting the Notes and the FRC95
Applicable Pricing Supplement, the FRC98 Applicable Pricing Supplement, the FRC99
Applicable Pricing Supplement, the FRC101 Applicable Pricing Supplement, the
FRC105 Applicable Pricing Supplement, the FRC106 Applicable Pricing Supplement,
the FRC108 Applicable Pricing Supplement, the FRC117 Applicable Pricing
Supplement, the FRC148 Applicable Pricing Supplement and the FRC175 Applicable
Pricing Supplement, together constituting the Applicable Pricing Supplements.
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning
ascribed thereto in the Terms and Conditions (read together with the Additional Terms and
Conditions of Credit-Linked Notes (the Credit-Linked Annex)) where the context requires.
3. The Issuer seeks the Noteholders’ consent in accordance with Condition 23.2 (Modification)
of the Terms and Conditions to:
3.1 waive the 21 day written notice period required in terms of Condition 24 (Meeting of
Noteholders); and
3.2 amend and restate the paragraph 51(w) (Valuation Date) in the Applicable Pricing
Supplements to the following (revised versions of each Applicable Pricing Supplement
are annexed as Schedules 1 to 10 hereto and are also available on the Issuer’s
website at www.firstrand.co.za):
“Single Valuation Date: 15 (fifteen) Business Days after the satisfaction of Conditions to
Settlement.”;
by completing the Consent Notice annexed hereto as Schedule 11 and delivering the same
to the registered office of the relevant CSD Participant that provided said Noteholder with the
Consent Notice, and providing a copy thereof to FirstRand Bank Limited, acting through its
Rand Merchant Bank division (as Dealer) and the Issuer by no later than 12h00 on Friday
15 August 2014 in accordance with the terms and conditions of Schedule 11. The relevant
CSD Participant will then notify Strate Limited of the total number of Consent Notices
received, both in favour and not in favour of the proposed amendments.
4. An amendment of the note requires sixty six and two thirds percent of the Instrumentholder
consent.
5. As a consequence of this amendment, the Valuation Date in respect of the Notes will
become effective on 1 September 2014.
6. As a consequence of the amendment to the Valuation Date, the Cash Settlement Date in
respect of the Notes will be 4 September 2014.
7. This Notice is being delivered to Strate in accordance with Condition 23 (Modifications) as
read with Condition 22 (Notices) of the Terms and Conditions.
8. The purpose of this amendment is to allow the Instrument holders appropriate time to make a
risk based decision on their investment.
14 August 2014
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 14/08/2014 03:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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