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Notice of Request to Noteholders
FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1929/001225/06)
Company code: BIFR1
(FRB)
(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 amend and
restate the Terms and Conditions of the following applicable pricing supplements:
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 ZAR32,000,000 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 ZAR3,000,000 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 ZAR16,000,000 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 amend and restate the Terms and
Conditions of the Applicable Pricing Supplements to reflect the changes highlighted in
the attached revised versions of each Applicable Pricing Supplement annexed as
Schedules 1 to 10 hereto, 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 Monday
23 February 2015 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. This Notice is being delivered to Strate in accordance with Condition 23 (Modifications)
as read with Condition 22 (Notices) of the Terms and Conditions.
NOTICE OF REQUEST FOR WRITTEN CONSENT OF INSTRUMENTHOLDERS IN
ACCORDANCE WITH CONDITION 23 OF THE FIRSTRAND BANK LIMITED
ZAR15,000,000,000 STRUCTURED NOTE AND PREFERENCE SHARE
PROGRAMME
5. This notice of request for consent (this Consent Request) is delivered by the Issuer to
each holder of Notes (as defined below) (the Instrumentholders) issued under the
FirstRand Limited ZAR15,000,000,000 Structured Note and Preference Share
Programme (the Programme) established pursuant to a programme memorandum
dated 11 February 2008 (the Programme Memorandum) in accordance with
Condition 21 (Notices) of the section headed “Terms and Conditions of the
Instruments” in the Programme Memorandum (the Terms and Conditions), for
purposes of obtaining the Instrumentholders’ written consent to amend and restate the
Terms and Conditions of the following applicable pricing supplements:
5.1 applicable pricing supplement dated 10 October 2014 (the FRC78 Applicable
Pricing Supplement) in relation to the issue of ZAR22,350,000 Credit Linked
Notes with Scheduled Termination Date of 15 June 2016 (Stock Code FRC78)
(the FRC78 Notes);
5.2 applicable pricing supplement dated 12 October 2011 (the FRC79 Applicable
Pricing Supplement) in relation to the issue of ZAR35,150,000 Credit Linked
Notes with Scheduled Termination Date of 15 June 2016 (Stock Code FRC79)
(the FRC79 Notes);
5.3 applicable pricing supplement dated 17 November 2011 (the FRC82 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 FRC82)
(the FRC82 Notes),
the FRC78 Notes, the FRC79 Notes and the FRC82 Notes, together constituting the
Notes and the FRC78 Applicable Pricing Supplement, the FRC79 Applicable Pricing
Supplement and the FRC82 Applicable Pricing Supplement, together constituting the
Applicable Pricing Supplements.
6. Capitalised terms used herein which are not otherwise defined shall bear the meaning
ascribed thereto in the Terms and Conditions where the context requires.
7. The Issuer seeks the Instrumentholders’ consent in accordance with Condition 23.2
(Modification) of the Terms and Conditions to amend and restate the Terms and
Conditions of the Applicable Pricing Supplements to reflect the changes highlighted in
the attached revised versions of each Applicable Pricing Supplement annexed as
Schedules 1 to 3 hereto, by completing the Consent Notice annexed hereto as
Schedule 4 and delivering the same to the registered office of the relevant CSD
Participant that provided said Instrumentholder 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 Monday
23 February 2015 in accordance with the terms and conditions of Schedule 4. 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.
8. This Notice is being delivered to Strate in accordance with Condition 23 (Modification)
as read with Condition 21 (Notices) of the Terms and Conditions.
4 February 2015
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 04/02/2015 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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