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Investor conference call for creditors subject to the African Bank Restructuring in respect of any Exchange Offer
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”)
Investor conference call for creditors who are subject to the African Bank Restructuring in respect
of any Exchange Offer
On 4 February 2016, the Curator of African Bank announced, via the Johannesburg Stock Exchange
News Service (“SENS”), the issue of exchange offer documentation to creditors of African Bank
("Exchange Offer Documents"), which includes a proposal to offer to exchange their existing
claims/debt instruments in African Bank for, amongst other things, new debt instruments in Good
Bank through a one on one exchange offer process, a series exchange offer process or an
amendment proposal as the case may be (all on the terms set out in the Exchange Offer Documents)
("Exchange Offers") (“Publication of Exchange Offer Documents and Offer Information
Memorandum for the African Bank Restructuring”, hereinafter “the Offer Notice”). The Offer Notice
was also made on the London Stock Exchange via the Regulatory News Service (“RNS”) platform and
the Swiss Stock Exchange via the Swiss Securities Services Corporation (“SIX”) platform on the same
day. Exchange Offer Documents in respect of bilateral corporate instruments not held in the Strate
platform were sent directly to holders thereof or the relevant investment managers.
Rationale for conference call and intended participants
Creditors holding any debt instruments listed on any such exchange and Uncertificated Corporate
Instruments (including money market deposits) held in the Strate platform should by now have been
contacted by their Central Securities Depository Participant (“CSDP”), or other custodian or
intermediary – the party who holds and/or administers their instrument, in order to furnish them
with the Exchange Offer documentation, clarify the process in respect of the Exchange Offers and
seek instructions on the election to be made in respect of the Exchange Offer. Creditors with other
debt claims/instruments, including holders of bilateral corporate deposits which are not listed on
any exchange or administered in the Strate platform, will have been contacted by African Bank
directly in this regard.
The Curator notes that several creditors have recently indicated that they have not yet been
contacted by their CSDP or other custodian or intermediary as described above. Creditors are
accordingly requested to urgently make contact with their respective CSDP, or other custodian or
intermediary.
Notwithstanding the specific processes in place to facilitate the various Exchange Offers, the Curator
has decided to organize and facilitate a conference call with holders of the various debt
securities/instruments to outline the respective processes in respect of each debt
security/instrument to which the Exchange Offers apply.
Creditors are reminded that 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,
which may be earlier than the above date.
Conference call details
Interested parties are referred to the following details (including the need to pre-register) regarding
the conference call:
Date: Wednesday, 17 February
Time: 11h00 SAST/CAT
Web pre-registration: Creditors are requested to pre-register for this conference call at
http://goo.gl/6guJiU and follow the instructions supplied.
The convener of the conference call will allow time for individual questions which are relevant to the
Exchange Offer process at the end of the call.
Access to Exchange Offer Documents and Offer Information Memorandum for the African Bank
Restructuring
As stated in the Offer Notice, the related Exchange Offer Documents, including the Offer Information
Memorandum, are a series of public documents which are available for download by eligible
investors 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.
Please also refer to Notes 1 and 2 below this announcement regarding the Offer Notice and previous
relevant SENS, RNS and SIX announcements related to the African Bank Restructuring and
disclaimers thereto.
Capitalised terms used but not defined in this announcement have the meaning given to them in the
Offer Information Memorandum.
On behalf of the Curator of African Bank.
Midrand
16 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.
Note 1: Previous relevant SENS announcements related to the African Bank Restructuring
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”), 29 January 2016 (Notice of
publication date of Offer Information Memorandum for the African Bank Restructuring), and 4
February 2016 (Publication of Exchange Offer Documents and Offer Information Memorandum for
the African Bank Restructuring”.)
Note 2: 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 any Exchange Offer Documents constitute 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, any Exchange Offer Documents 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
are made by or to, as the case may be, Holders of Existing Notes and on a non-renounceable basis 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.
Date: 16/02/2016 09:00:00 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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