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PPC002; PPC003 and PPC004 - Posting of notice relating to the execution of the Noteholders Guarantee
PPC LTD
(Incorporated in the Republic of South Africa with limited liability under registration number:
1892/000667/06) (PPC or the Issuer)
Bond Codes and ISINs:
PPC002 ZAG000111212
PPC003 ZAG000117524
PPC004 ZAG000117532
POSTING OF NOTICE RELATING TO THE EXECUTION OF THE NOTEHOLDERS GUARANTEE
UNDER THE ZAR6,000,000,000 DOMESTIC MEDIUM TERM NOTE PROGRAMME
1. The Issuer established a ZAR6,000,000,000 Domestic Medium Term Note Programme (the
Programme) pursuant to a programme memorandum dated 18 March 2013 (the Programme
Memorandum) under which the Issuer may issue notes from time to time (the Notes) pursuant
to the terms and conditions of the Notes contained therein (the Terms and Conditions).
2. Pursuant to a Restructuring Event (as defined in the Programme Memorandum), PPC’s South
African cement business is now held in PPC Cement SA Proprietary Limited (PPC Cement), a
wholly owned subsidiary of PPC South Africa Holdings Proprietary Limited, a wholly owned
subsidiary of PPC.
3. Following the Restructuring Event, and in accordance with Condition 8 (Guarantee
Undertakings) of the Terms and Conditions, PPC Cement (the Guarantor) has agreed to
irrevocably and unconditionally bind itself as guarantor pursuant to the guarantee dated 28 April
2016, in favour of the holders of Notes (the Noteholders) issued or which may be issued from
time to time under the Programme by the Issuer on or after the Programme Date (as defined in
the Programme Memorandum), for the due and punctual performance of all obligations arising
under the Programme pursuant to the Programme Memorandum which the Issuer may incur to
the Noteholders and the due and punctual payment of all amounts owing by the Issuer in
respect of the Notes arising under the Programme pursuant to the Programme Memorandum
(the Noteholders Guarantee).
4. The Applicable Pricing Supplements relating to each of the following Notes will be amended
and restated to make reference to the Noteholders Guarantee provided by the Guarantor (the
Amended and Restated Applicable Pricing Supplements):
4.1. ZAR750,000,000 Senior Unsecured Floating Rate Notes due 31 December 2018 (PPC002 Notes);
4.2. ZAR750,000,000 Senior Unsecured Floating Rate Notes due 31 October 2019 (PPC003 Notes); and
4.3. ZAR250,000,000 Senior Unsecured 9.86% Fixed Rate Notes due 30 June 2021 (PPC004 Notes).
5. No amendments will be made to the Programme Memorandum.
6. A copy of the Noteholders Guarantee and the Amended and Restated Applicable Pricing
Supplements are available from the registered offices of PPC and on PPC’s website,
www.ppc.co.za/investors/bond-investors/.
This notice is delivered by the Issuer to the Noteholders in accordance with Condition 8
(Guarantee Undertakings), as read with Condition 19 (Notices), for the purposes of notifying the
Noteholders of the Noteholders Guarantee granted pursuant to the Restructuring Event and
Condition 8 (Guarantee Undertaking) of the Terms and Conditions.
29 April 2016
Debt Sponsor
Absa Corporate and Investment Bank, a division of Absa Bank Limited
Date: 29/04/2016 04:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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