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Publication of Exchange Offer Documents and Offer Information Memorandum for the African Bank Restructuring
AFRICAN BANK LIMITED (in Curatorship)
(Incorporated in the Republic of South Africa)
(Registered bank)
(Registration number 1975/002526/06)
Company code: BIABL
(“African Bank” or “the Bank”)
Publication of Exchange Offer Documents and Offer Information Memorandum for the African
Bank Restructuring
The Curator has today issued Exchange Offer Documents to creditors of African Bank, including a
proposal to exchange their claims in African Bank for, amongst other things, new debt in Good Bank.
The Exchange Offers are in line with the arrangements contemplated in the Information
Memorandum issued on 9 September 2015, as updated by the Supplementary Memorandum issued
on 8 December 2015. The Curator has considered the comments received from creditors on these
documents and has concluded that the African Bank Restructuring remains the most appropriate
resolution for affected parties. The Offer Information Memorandum, which forms an integral part of
the Exchange Offer Documents, provides detail of the African Bank Restructuring.
Capitalised terms used but not defined in this announcement shall have the meanings given to them
in the Offer Information Memorandum.
The method of a creditor’s response to the Exchange Offers will depend on the specific instrument
held by each creditor. If creditors are in any doubt as to how to respond, they should immediately
contact their Central Securities Depository Participant (“CSDP”) – the party who holds and/or
administers their instrument. The Exchange Offer will close during the week beginning 22 February
2016, with the exact timing of any response dependent on specific arrangements with each CSDP.
Holders of bilateral corporate instruments and other claims against African Bank which are not held
on the STRATE platform will be contacted by African Bank regarding their relevant Exchange Offers
and the process to be followed.
The release of the Exchange Offers and related documents represents a significant milestone for the
African Bank Restructuring. The African Bank Restructuring is subject to certain suspensive
conditions, including the acceptance of the Senior Exchange Offers by over 50% of the senior
creditors and the consent of the Minister of Finance. The full list of suspensive conditions is detailed
in Section 3.7 “Suspensive Conditions to the African Bank Restructuring” of the Offer Information
Memorandum. Subject to meeting all suspensive conditions, it is expected that Good Bank will
formally commence operations on 4 April 2016.
Content and Purpose of the Offer Information Memorandum
The Curator proposes the transaction explained in the Offer Information Memorandum for the
African Bank Restructuring.
The Offer Information Memorandum contains information about the African Bank Restructuring, the
Exchange Offers, Good Bank and Residual Bank. It should be read in conjunction with, and forms an
annexure to, the Applicable Offer Documents. If there is any inconsistency between the Offer
Information Memorandum and the Applicable Offer Documents, then the Applicable Offer
Documents shall prevail.
Access to the Exchange Offer Documents and Offer Information Memorandum on African Bank’s
website
The Offer Information Memorandum and the related Exchange Offer documents are a series of
public documents which will be available for download by 17:00 SA Time today
at https://www.africanbank.co.za/about-us/investors.
Interested parties are referred to the section of the above website entitled “Corporate Restructuring
– Exchange Offer Documentation”. The disclaimer presented to the reader upon accessing the
relevant section of the above website should be carefully read and the appropriate response given.
This section of the website contains the relevant information under five separate sections (creditors,
in particular, are referred to the respective launch announcements listed below):
(A) General Information
Contains generic information related to the Exchange Offers to the various parties referred
to below. The documentation comprises the following:
- Offer Information Memorandum and related annexures;
- Terms of the Residual Bank Stub Instruments;
- Good Bank Information, including:
- Preliminary Programme Memorandum for the DMTN Programme of Good
Bank;
- Preliminary Base Prospectus for the EMTN Programme of Good Bank;
- Preliminary Swiss Listing Prospectuses for the EMTN Programme of Good
Bank;
- General Terms and Conditions (Corporate Instruments);
- Product Specific Terms and Conditions (Corporate Deposits); and
- Product Specific Terms and Conditions (Negotiable Instruments).
- Relevant announcements all dated 4 February 2016;
- This SENS announcement;
- Launch announcement in respect of Senior DMTN Liability Management
Exercise;
- Launch announcement in respect of Subordinated DMTN Liability
Management Exercise;
- Launch announcement in respect of EMTN Liability Management Exercise;
and
- Launch announcement in respect of Uncertificated Corporate Instruments
Liability Management Exercise.
(B) DMTN – Senior Creditors
Contains the Exchange Offer and related information for holders of unsubordinated notes
listed on the Johannesburg Stock Exchange (“JSE”) in terms of the African Bank DMTN
Programme. The documentation comprises the following:
- Senior DMTN Consent and Exchange Offer and related appendices;
- Draft forms of Applicable Pricing Supplements in respect of Good Bank DMTN Senior
Notes; and
- Notices of Meetings.
(C) DMTN – Subordinated Creditors
Contains the Exchange Offer and related information for holders of subordinated notes
listed on the JSE in terms of the African Bank DMTN Programme. The documentation
comprises the following:
- Subordinated DMTN Consent and Exchange Offer and related appendices;
- Draft form of the Applicable Pricing Supplement in respect of the Good Bank DMTN
Subordinated Notes; and
- Notices of Meetings.
(D) EMTN - Creditors
Contains the Exchange Offer and related information for holders of all notes listed on the
London Stock Exchange (“LSE”) or the Swiss Exchange (“SIX”) in terms of the African Bank
EMTN Programme. The documentation comprises the following:
- EMTN Consent and Exchange Offer Document and related appendices;
- Draft forms of Final Terms and Swiss Listing Prospectuses in respect of Good Bank
EMTN Senior Notes; and
- Notices of Meetings.
(E) Uncertificated Corporate Instruments (including money market deposits) – Strate
platform
Contains the Exchange Offer Document and related information for holders of all
uncertificated corporate instruments (including money market deposits) held in the Strate
platform. The documentation comprises the following:
- Relevant Exchange Offers and related appendices; and
- Risk Management of Good Bank.
Interested parties that are not noteholders are referred to the section of the above website entitled
“Corporate Restructuring – General Information” where selected general information is available.
Other creditors
Holders of bilateral corporate instruments and other claims against African Bank which are not listed
on the STRATE platform and other creditors will be contacted by African Bank regarding their
relevant Exchange Offers and the process to be followed. In this specific context, the term “other
creditors” does not include Retail Depositors or Operational Creditors.
Anticipated Timetable for the African Bank Restructuring
The African Bank Restructuring is targeted to be completed on the Transaction Effective Date
(“TED”), being 4 April 2016, subject to, amongst other things, obtaining the minimum level of
creditor approval, ministerial consent and further conditions as listed in Offer Information
Memorandum referred to above. Further anticipated key dates for the finalization of the African
Bank restructuring are the following:
- 4 February 2016 – Issuance of Exchange Offer Documents and Offer Information Memorandum
- 4 February 2016 – Expected Submission of the Curator’s Report to the Minister of Finance
- 29 February 2016 – Meetings of senior noteholders in respect of the African Bank DMTN
Programme
- 1 March 2016 – Meetings of subordinated noteholders in respect of the African Bank DMTN
Programme
- 1 March 2016 – Meetings of DMTN Programme noteholders to consider delisting of DMTN notes
- 1 March 2016 – Meetings of noteholders in respect of the notes issued under the African Bank
EMTN Programme
- 4 February 2016 – 25 February 2016 – Offer period for Bilateral Corporate Deposits
- 4 April 2016 – Transaction Effective Date (subject to consent from Minister of Finance, amongst
other conditions)
Additional information in respect of noteholder meetings
In addition to the dates for the noteholder meetings, the Curator would like to announce the
following details regarding these meetings. Noteholders are referred to the complete notices
referred to above for comprehensive details regarding the meetings.
- Meetings of senior noteholders in respect of the African Bank DMTN Programme will be held on
29 February 2016 at the offices of Webber Wentzel, 90 Rivonia Road, Sandton, 2196, South Africa
with the first meeting commencing at 09.00am SA time and meetings being held at 30 minute
intervals thereafter with the last meeting commencing at 04.30pm, SA time.
- Meetings of subordinated noteholders in respect of the African Bank DMTN Programme will be
held on 1 March 2016 at the offices of Webber Wentzel, 90 Rivonia Road, Sandton, 2196, South
Africa with the first meeting commencing at 09.00am SA time and meetings being held at 30
minute intervals thereafter with the last meeting commencing at 11.30am SA time.
- A meeting of all noteholders in respect of the African Bank DMTN Programme will be held on 1
March 2016 at the offices of Webber Wentzel, 90 Rivonia Road, Sandton, 2196, South Africa
commencing at 12.00pm SA time.
- Meetings of noteholders in respect of the African Bank EMTN Programme will be held on 1 March
2016 at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ, United Kingdom with the
first meeting commencing at 10.00am London time and meetings being held at 30 minute
intervals thereafter with the last meeting commencing at 1.00pm London time.
The Curator will make further announcements in line with the above timetable. Interested parties
can contact the Curator at curatorfunders@africanbank.co.za should they require further
information not available through the communication channels described in this announcement.
Good Bank Rating
Standard & Poor’s Rating Services (“S&P”) have assigned a preliminary B+/B long and short term
counterparty credit ratings to the Good Bank, with a negative outlook. At the same time, a
preliminary BB-/B South Africa national scale rating have been assigned to Good Bank.
On the assumption that there are no material deviations in the assumptions used by S&P to calculate
the preliminary rating, it is anticipated that this will be the final rating for Good Bank at TED. As was
the case for African Bank, only the Good Bank EMTN programme and the notes issued in terms of
that programme for Good Bank will be rated under this public rating.
Disclaimers
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED IN THE UNITED STATES OR INTO ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. RESTRICTIONS ARE
APPLICABLE (SEE “Offer and Distribution Restrictions” BELOW).
Offer and Distribution Restrictions
Neither this announcement nor the Exchange Offer Document constitutes an offer or an invitation to
participate in the Exchange Offers in any jurisdiction in or from which, or to any person to whom, it
is unlawful to make such offer or invitation under applicable laws. The distribution of this
announcement and/or any Exchange Offer Document may be restricted by law in certain
jurisdictions. Persons into whose possession this announcement or the Exchange Offer Document
comes are required by each of the Bank, Good Bank, the Curator, the SARB, the Registrar of Banks
and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
South Africa
None of the Exchange Offers, this announcement, the Exchange Offer Document or any other
document or materials relating to the Exchange Offers do, nor are they intended to constitute (i) an
“offer to the public” (as such expression is defined in the South African Companies Act); or (ii) a
prospectus prepared and registered under the South African Companies Act. The Exchange Offers
and the Amendment Proposals are made by or to, as the case may be, Holders of Existing Notes as
contemplated in section 96(1)(c) of the South African Companies Act.
United States
The offers of the securities referred to in this announcement and the Exchange Offer Documents
have not been and will not be registered under the United States Securities Act of 1933 (“Securities
Act”). In particular, unless expressly set out in the Exchange Offer Document(s), the Exchange Offers
are not being made to any person located in the United States. The securities referred to in the
Exchange Offer Documents may not be offered or sold in the United States unless an exemption
from the registration requirements of the Securities Act is available. No public offering of such
securities will be made in the United States.
United Kingdom
This announcement and any Exchange Offer Document may only be communicated to persons in the
United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000
does not apply. Accordingly, inside the United Kingdom this announcement and any Exchange Offer
Document are only for circulation to persons who fall within one of the following categories:
(i) a person who is a Holder of any Existing Notes; or
(ii) any other person also falling within Article 43(2) or within Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), falling within the
definition of “investment professionals” (as defined in Article 19(5) of the Order) or any other person
to whom the Exchange Offer may otherwise lawfully be made under the Order.
This announcement and the Exchange Offer Document are only available in the United Kingdom to
such persons, and the transactions contemplated herein will be available only to, and may be
engaged in only with, such persons.
Belgium
The Exchange Offers may not be made, and are not being made, in the Kingdom of Belgium (i) by
way of an offer of securities to the public, as defined in Article 3 § 1 of the Belgian Law of 16 June
2006 on the public offering of securities and the admission of securities to trading on a regulated
market (Loi relative aux offres publiques d’instruments de placement et aux admissions
d’instruments de placement à la négociation sur des marchés réglementés / Wet op de openbare
aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de
verhandeling op een gereglementeerde markt) (the “Prospectus Law”) nor (ii) by way of a public
takeover bid, as defined in Article 3 § 1 of the Belgian Law of 1 April 2007 on public takeover bids
(Loi relative aux offres publiques d’acquisition / Wet op de openbare overnamebiedingen) (the
“Public Takeover Law”).
The Exchange Offers will be conducted in the Kingdom of Belgium under applicable private
placement exemptions in accordance with the Prospectus Law and the Public Takeover Law and
therefore neither the Exchange Offers, this announcement nor the Exchange Offer Document have
been notified to the Belgian Financial Services and Markets Authority (Autorité des services et
marchés financiers / Autoriteit voor Financiële Diensten en Markten) (“Belgian FSMA”) nor has this
announcement, any Exchange Offer Document or any other information circular, brochure or similar
document relating to the Exchange Offers been, nor will it be, approved by the Belgian FSMA.
Accordingly, the Exchange Offers are not being made, directly or indirectly, to, or for the account of,
any person (individual or legal entity) other than “qualified investors” within the meaning of Article
6, paragraph 3 of the Public Takeover Law and Article 10 of the Prospectus Law.
France
The Exchange Offers are not being made, directly or indirectly, to the public in the Republic of
France (“France”). Neither this announcement, any Exchange Offer Document nor any other
documents or materials relating to the Exchange Offers have been or shall be distributed to the
public in France and only (i) providers of investment services relating to portfolio management for
the account of third parties (“personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers”) and/or (ii) qualified investors acting for their own account
(“Investisseurs Qualifiés”) as defined in and in accordance with Articles L.411-1, L.411-2 and D.411-1
to D.411-3 of the French Code Monétaire et Financier are eligible to participate in the Exchange
Offers described herein. Neither this announcement, any Exchange Offer Document nor any other
offering material relating to the Exchange Offers has been submitted to the clearance of the Autorité
des marchés financiers.
Italy
None of the Exchange Offers, this announcement, any Exchange Offer Document or any other
document or materials relating to the Exchange Offers have been submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian
laws and regulations. Each Exchange Offer is being carried out in Italy as an exempted offer pursuant
to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended
(the “Financial Services Act”) and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14
May 1999, as amended (the “CONSOB Regulation”). The Exchange Offers are also being carried out
in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation. Holders or Beneficial
Owners of Existing Notes that are located in Italy can exchange Existing Notes through authorised
persons (such as investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws
and regulations concerning information duties vis-à-vis its clients in connection with the Existing
Notes or the Exchange Offers.
Switzerland
The Exchange Offers (other than in relation to the CHF existing notes) are not being made, directly or
indirectly, to the public in Switzerland and the relevant Good Bank Notes (other than the Good Bank
CHF notes) and Senior Stub Instruments will not be listed on the SIX Swiss Exchange or on any other
exchange or regulated trading facility in Switzerland. Neither this announcement, any Exchange
Offer Document nor any other offering or marketing material relating to the Exchange Offers
constitutes a prospectus with respect to the Existing Notes (other than in relation to the CHF existing
notes) or the relevant Good Bank Notes and Senior Stub Instruments as such term is understood
pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus
within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading
facility in Switzerland and may not comply with the information standards required thereunder.
The ability of Holders of CHF Existing Notes who are not resident in Switzerland to accept the
Exchange Offer may be affected by the laws of the relevant jurisdiction in which they are located or
of which they are citizens. Persons who are not resident in Switzerland should inform themselves of,
and observe, any applicable legal or regulatory requirements of their jurisdictions. Neither this
announcement, the Exchange Offer Document nor any other marketing material relating to the
Exchange Offers constitutes a prospectus with respect to the CHF Existing Notes or the relevant
Good Bank CHF Notes and Senior Stub Instruments within the meaning of article 652a or article 1156
of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the
SIX Swiss Exchange or any other regulated trading facility in Switzerland and may not comply with
the information standards required thereunder.
General
The distribution of this announcement and the Exchange Offer Document may be restricted by law
in certain jurisdictions. Persons into whose possession this announcement and/or the Exchange
Offer Document come are required to inform themselves about and to observe any such restrictions.
This announcement and the Exchange Offer Document do not constitute, and may not be used for
the purpose of, an offer or solicitation to the public or to anyone in any jurisdiction in which such
offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or
solicitation.
On behalf of the Curator of African Bank.
Midrand
04 February 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
T Winterboer was appointed as Curator of African Bank Limited on 10 August 2014 by the Minister
of Finance of the Republic of South Africa and pursuant to the Banks Act No. 94 of 1990 (as
amended) to manage the affairs of African Bank Limited subject to the supervision of the Registrar of
Banks. Please note that Mr Winterboer acts in the aforesaid capacity.
Notes
Stakeholders are referred to the statement regarding the Curatorship of African Bank ("the
Curatorship") made by the then Governor of the South African Reserve Bank ("SARB"), Ms. Gill
Marcus, on 10 August 2014 ("the SARB statement").
The SARB statement confirmed that Mr. Tom Winterboer was appointed as Curator of African Bank
("the Curator") in terms of the Banks Act No. 94 of 1990 (as amended) on 10 August 2014. At the
same time the SARB statement set out a proposal for the restructuring of African Bank, which
entailed the creation of a new "Good Bank" ("the Good Bank Restructuring Proposal").
Further detail about the Good Bank Restructuring Proposal has been communicated to stakeholders
the SENS announcement released by African Bank on 9 September 2015 (“Publication of Information
Memorandum for the Good Bank Restructuring Proposal and Acquisition of The Standard General
Insurance Company Limited (“Stangen”)"). Information contained in SENS announcements related to
the Good Bank Restructuring Proposal between 10 August 2014 and 9 September 2015 was
superseded by the contents of the Information Memorandum.
Stakeholders are also referred to SENS announcements released by African Bank on 1 October 2015
(“Quarterly update in terms of Section 1.10(c) of the JSE Listings Requirements”), 9 October 2015
(“Extension of comment period on Information Memorandum”), 16 October 2015 (“Termination of
proposed acquisition of Stangen and Supplement to Information Memorandum”), 23 October 2015
(“Timetable to publish the Supplement to the Information Memorandum and revision of the
timeline to launch Good Bank”), 8 December 2015 (“African Bank Limited Curatorship update:
Release of a Supplementary Memorandum and of the audited annual financial statements for the
year ended 30 September 2015”), 31 December 2015 (“Quarterly update in terms of Section 1.10(c)
of the JSE Listings Requirements), 18 January 2016 (“Appointment of Guardrisk Life Limited to
underwrite insurance products for African Bank and Good Bank”), and 29 January 2016 (Notice of
publication date of Offer Information Memorandum for the African Bank Restructuring).
Date: 04/02/2016 12:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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