AFRICAN BANK LIMITED - African Bank Restructuring: Further Suspensive Conditions Fulfilled

African Bank Restructuring: Further Suspensive Conditions Fulfilled

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”)


African Bank Restructuring: Further Suspensive Conditions Fulfilled

The Curator is pleased to announce the fulfillment of the following Suspensive Conditions to the
African Bank Restructuring. The fulfilled conditions are:

-   Approval by the JSE of:
        - the registration of the Good Bank DMTN programme; and
        - the listing of the Good Bank DMTNs on 4 April 2016.
-   Insurance Arrangement - The Curator has confirmed in writing that he is reasonably satisfied
    that an arrangement is in place with a cell captive insurer, other registered long-term insurer or
    otherwise, that will (together with any run-off arrangement with Stangen) enable Good Bank to
    arrange or maintain adequate credit life insurance for its loan book (including the Good Book)
    after the Transaction Effective Date.

Good Bank has announced the registration of the Good Bank DMTN program in a separate
announcement on 22 March 2016 (“ABKI: Approval of the Domestic Medium Term Note Program”.)

The Curator expects to fulfill of the remaining Suspensive Conditions before the anticipated
Transaction Effective Date (“TED”) for the African Bank Restructuring which remains 4 April 2016,
subject to the fulfillment or waiver (where applicable) of the remaining Suspensive Conditions.

Capitalised terms used but not defined in this announcement have the meaning given to them in the
Offer Information Memorandum published by the Bank on 4 February 2016.

Remaining Suspensive Conditions

The final implementation of the African Bank Restructuring is subject to the fulfillment or waiver
(where applicable) of the remaining Suspensive Conditions by or before 29 March 2016, or such later
date as the Curator and Good Bank may agree in writing (provided that such date shall not be
extended beyond 30 June 2016).

If the Suspensive Conditions are not satisfied or waived, where applicable, on or before 30 June
2016, the Exchange Offers will not be implemented and no Existing Debt Instruments will be
exchanged.

A Suspensive Condition may only be waived if: (i) such waiver will not result in African Bank or Good
Bank contravening any law if the African Bank Restructuring is implemented without fulfilment of
such Suspensive Condition; and (ii) both African Bank and Good Bank have reached agreement to
that effect in writing.

The remaining Suspensive Conditions outstanding as at the date of this announcement are set out
below.
Regulatory Conditions

-   Approval of the base prospectus for the Good Bank EMTN programme by the UK Listing
    Authority in compliance with the Prospectus Directive and relevant implementing measures in
    the United Kingdom for the purposes of giving information with regard to Good Bank and the
    issue of Good Bank EMTNs.
-   Approval of the Swiss listing prospectuses in relation to each of the Good Bank CHF
    denominated EMTNs to be issued under the Good Bank EMTN programme in compliance with
    the listing rules of the SIX and the applicable provisions of the Swiss Code of Obligations by the
    SIX.

Financial Viability of African Bank Restructuring

That African Bank confirms in writing that, to the best of its knowledge and belief, the sum total of
African Bank's own cash and the amount that can be drawn in terms of the SARB Transaction Loan is
and will be sufficient to enable African Bank: (i) to discharge the Transaction Effective Date expenses
(as per section 3.5 of the Offer Information Memorandum); (ii) to establish the Operating Float at
the level reasonably required by African Bank as at that date; and (iii) to adjust or increase the Top-
Up Cash Amount after the Transaction Effective Date based on the actual review and true-up
process that will be performed by Good Bank after the Transaction Effective Date, as projected
based on information and circumstances within the knowledge of African Bank as at the date of the
confirmation, which confirmation shall not be issued by African Bank more than three Business Days
before 29 March 2016 (or any later long-stop date agreed between African Bank and Good Bank in
writing).

No Material Adverse Event Notice

That Good Bank has not, by or before 17:00 on 29 March 2016, delivered a material adverse event
notice to African Bank in terms of the Sale of Business Agreement.

Execution of New HoldCo Capitalisation Agreement

That the subscription agreement for the ZAR10 billion capitalisation of New HoldCo becomes
unconditional.

For further reference, the full list of the Suspensive Conditions to the African Bank Restructuring
(including Section 3.7.2. Sufficient Senior Funder Support) were included in Section 3.7 of the Offer
Information Memorandum, published in terms of the Offer Notice on 4 February 2016.

Timetable and further announcements

The Curator will provide further market updates as the African Bank Restructuring develops. As of
today, the timetable as outlined in the Exchange Offer documents remains the target, including a
Transaction Effective Date of 4 April 2016.

Interested parties can contact the Curator at curatorfunders@africanbank.co.za should they require
further information.

On behalf of the Curator of African Bank.
Midrand


24 March 2016

Debt Sponsor

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Mr. 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.

The distribution of this announcement may be restricted by law in certain jurisdictions. Persons into
whose possession this announcement comes are required to inform themselves about and to
observe any such restrictions. This announcement does 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: 24/03/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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