NEDBANK LIMITED - Nedbank Limited - Full Capital Redemption of Hybrid Debt Instruments

Nedbank Limited - Full Capital Redemption of Hybrid Debt Instruments

Nedbank Limited Reg No 1951/000009/06
Incorporated in the Republic of South Africa
(“Nedbank” or “the Issuer”)


JSE Code: NEDH1A
ISIN No: ZAG000053703

JSE Code: NEDH1B
ISIN No: ZAG000053711


NEDBANK LIMITED – Full Capital Redemption of Hybrid Debt Instruments
This notice relates to the Nedbank Limited NEDH1A and NEDH1B hybrid debt
instruments (“notes”), listed on the Interest Rate Market under Nedbank’s Domestic
Medium Term Note Programme dated 24th May 2010.


In accordance with sections 17, 18, and 19 of the Applicable Pricing Supplement (“APS”
or “terms and conditions”) of Nedbank’s notes, investors are herewith advised of the full
capital redemption of the notes, effective 15 January 2015. The APS is available on the
company’s website, www.nedbankgroup.co.za.


The terms and conditions state that Nedbank may, at its option, and subject to the prior
written approval of the Registrar of Banks, having given not less than 30 and no more
than 60 day’s notice to the noteholders, redeem the notes in their entirety at the
occurrence of a Capital Disqualification Event.


The Capital Disqualification Event is defined as “the occurrence of any event which
results (or will result) in the notes not or no longer qualifying as Primary Capital notes
and/or the proceeds of the issue of the notes not or no longer qualifying as Primary
Capital for inclusion in the Primary Capital of the Issuer on a solo and/or consolidated
basis (save where such non-qualification is only as a result of the applicable
quantitative limits on the amount of such Primary Capital).”
                                                                                              2

Regulation 38(9)(a)(iv)(C)(ii) of the Bank’s Act 94 of 1990 (as amended), states that no
amount obtained from the issue of any hybrid debt instrument shall form part of the total
amount of qualifying common equity tier 1 capital and reserve funds and additional tier
1 capital and reserve funds of a bank from 1 January 2015.


Given this, the Registrar of Banks has provided written approval for the full redemption
of the notes.


REDEMPTION PRICE
Item C.19. of the APS of the NEDH1A note, with reference to the definitions in
subsections i), p), and u), states that the Redemption Amount will be at the aggregate
Make Whole Amount. The Make Whole Amount means the higher of (a) the
Outstanding Principal Amount of the note and (b) the price, expressed as a percentage,
at which the gross redemption yield on the note on the Reference Date is equal to the
gross redemption yield (determined by reference to the middle market price) at 11am
on the Reference Date of the South African Reference Bond plus 2.76%.


Item C.19. of the APS of the NEDH1B note states that the Redemption Amount will be
the aggregate Outstanding Principal Amount plus interest accrued to the redemption
date.


The following documents are available for inspection at the specified office of Nedbank:
a certificate signed by two directors of Nedbank stating that it is entitled to effect such
redemption, setting forth a statement of facts showing that the conditions precedent to
Nedbank's redemption rights have occurred, as well as a copy of the legal opinion
referred to in the terms and conditions. The specified office of Nedbank is 135 Rivonia
Road, Sandown, Sandton, 2196, Republic of South Africa.


20 November 2014


Sponsor
Nedbank Capital
For further information please contact:
Mike Davis (Executive Head: Group ALCO)
Tel: +27 (0)11 295 7282, email: MikeDav@nedbank.co.za


Nandiswa Mxokozeli (Head: Strategic Capital Management)
Tel: +27 (0)11 295 8616, email: NandiswaM@Nedbank.co.za

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