Wrap Text
Launch of Tender Offer in respect of notes issued under African Bank’s US$6 billion Euro Medium Term Note Program
AFRICAN BANK LIMITED
(Incorporated in the Republic of South Africa)
(Registered Bank)
(Registration No. 2014/176899/06)
Company code: ABKI
(“the Bank” or “African Bank”)
Launch of Tender Offer in respect of notes issued under African Bank’s US$6 billion Euro
Medium Term Note Program
African Bank hereby confirms the launch of a tender offer to purchase certain notes issued under
its US$6 billion Euro Medium Term Note programme, comprising U.S. dollars and Swiss Franc
denominated notes.
The rationale of the tender offer for the Bank is to reduce its interest expense (and thus improve
earnings) whilst maintaining a strong liquidity and regulatory capital position.
The full text of the tender offer launch announcement, which has been released on Regulatory
News Service operated by the London Stock Exchange (“LSE”), is appended to this
announcement. An announcement of the tender offer has also been issued on Swiss Exchange
(“SIX”)
Midrand
1 July 2016
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Appendix – African Bank Tender Offer Launch Notice published on the LSE
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT")) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS NOTICE.
African Bank Limited
(the “Bank”)
(Registration Number 2014/176899/06)
(incorporated with limited liability in the Republic of South Africa)
ANNOUNCES THE LAUNCH OF A TENDER OFFER TO THE QUALIFYING HOLDERS OF THE
FOLLOWING NOTES ISSUED BY THE BANK TO TENDER (I) ANY AND ALL OF THE FIRST PRIORITY
NOTES FOR PURCHASE FOR CASH AND (II) THE SECOND PRIORITY NOTES FOR PURCHASE FOR
CASH UP TO AN AGGREGATE TENDER CONSIDERATION FOR THE SECOND PRIORITY NOTES OF
U.S.$500,000,000 (THE “MAXIMUM TENDER CONSIDERATION”) LESS THE AGGREGATE TENDER
CONSIDERATION (CONVERTED (IN THE CASE OF THE CHF NOTES) INTO THE USD EQUIVALENT OF
SUCH AGGREGATE TENDER CONSIDERATION USING THE CHF/USD EXCHANGE RATE) PAID FOR
THE FIRST PRIORITY NOTES ACCEPTED FOR PURCHASE BY THE BANK SUBJECT TO THE BANK’S
RIGHT IN ITS SOLE AND ABSOLUTE DISCRETION TO INCREASE OR DECREASE SUCH AMOUNT
(WHICH INCREASE OR DECREASE MAY BE SIGNIFICANT), IN EACH CASE ON THE TERMS AND
SUBJECT TO THE CONDITIONS SET OUT IN FULL IN THE TENDER OFFER MEMORANDUM.
Minimum
Outstanding Principal Tender Maximum Tender
Order of Priority Notes ISIN Amount(See Note 1) Price Tender Price Consideration
First Priority Notes
1 CHF 140,000,000 5.0 CH0310140600 CHF 136,848,000 Not 94.50 per cent.
per cent. Notes due Applicable
April 2022 (the “CHF
2022 Notes”)
1 CHF 84,000,000 5.50 CH0310140584 CHF 81,972,000 Not 97.50 per cent.
per cent. Notes due Applicable
June 2021 (the “CHF
2021 Notes”)
1 CHF 100,000,000 4.0 CH0310140568 CHF 93,032,000 Not 94.00 per cent.
per cent. Notes due Applicable
July 2020 (the “CHF
2020 Notes”) Not Applicable
1 CHF 120,000,000 CH0310140543 CHF 119,860,000 Not 98.50 per cent.
4.750 per cent. Applicable
Notes due March
2019 (the “CHF 2019
Notes”)
1 U.S.$25,600,000 2.4 XS1390060207 U.S.$25,600,000 Not 90.50 per cent.
per cent. Fixed Rate Applicable
Notes due
November 2018 (the
“USD 2018 Notes”)
Second Priority Notes
2 U.S.$280,000,000 XS1390060546 U.S.$270,732,000 97.00 per
8.125 per cent. cent.
Notes due October
2020 (the “USD
October 2020 To be determined as
Notes”) set out in the
Tender Offer
Memorandum U.S.$500,000,000*
pursuant to a less the First Priority
modified Dutch Notes Tender
2 U.S.$280,000,000 XS1390059969 U.S.$252,647,200 92.00 per auction Consideration
6.000 per cent. cent.
Notes due February
2020 (the “USD
February 2020
Notes”)
* subject to the Bank’s right in its sole and absolute discretion to increase or decrease such
amount (which increase or decrease may be significant).
(Note 1) The outstanding principal amount of the relevant Notes as at 1 July 2016. Notes of any Series which are held by or on
behalf of the Bank are deemed not to be outstanding.
This notice must be read in conjunction with the tender offer memorandum dated 1 July 2016
(the "Tender Offer Memorandum") which has been prepared by the Bank in relation to the
Tender Offer. Capitalised terms used in this notice and not otherwise defined herein shall have
the meanings ascribed to them in the Tender Offer Memorandum. This notice and the Tender
Offer Memorandum contain important information which should be read carefully before any
decision is made with respect to the Tender Offer. If you are in any doubt as to the action you
should take, you are recommended to seek your own financial advice immediately from your
stockbroker, bank manager, legal advisor, accountant, custodian or other appropriately
authorised independent financial advisor. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact
such entity if they wish to participate in the Tender Offer. The distribution of this notice in
certain jurisdictions (in particular the United States, the United Kingdom, France, Italy,
Belgium, South Africa and Switzerland) is restricted by law (see "Tender Offer Restrictions"
below). Persons into whose possession this document comes are required to inform
themselves about, and to observe, any such restrictions.
Introduction to and Rationale for the Tender Offer
On the terms and subject to the conditions contained in the Tender Offer Memorandum, the
Bank invites Qualifying Holders (subject to the offer restrictions contained in the Tender Offer
Memorandum) to tender (i) any and all of the First Priority Notes for purchase for cash and (ii)
the Second Priority Notes for purchase for cash up to an aggregate Tender Consideration paid for
the Second Priority Notes of U.S$500,000,000 (the “Maximum Tender Consideration”) less the
aggregate Tender Consideration (converted (in the case of the CHF Notes) into the USD
equivalent of such aggregate Tender Consideration using the CHF/USD Exchange Rate) paid for
the First Priority Notes accepted for purchase by the Bank subject to the Bank’s right in its sole
and absolute discretion to increase or decrease such amount (which increase or decrease may be
significant), in each case on the terms and subject to the conditions set out in full in the Tender
Offer Memorandum.
The Bank will announce as soon as reasonably practicable on 14 July 2016 whether in respect of
each Series, the Bank will accept valid offers of Notes for purchase and, if so accepted, (i) in
respect of the Second Priority Notes only, the relevant Tender Price for the Notes of such Series
of Second Priority Notes accepted for purchase, (ii) the final aggregate principal amount of Notes
of each Series accepted for purchase, (iii) the relevant pro-ration (if any) for any applicable Series
of Second Priority Notes, (iv) the aggregate principal amount of Notes of each Series that will
remain outstanding after the Settlement Date and (v) the Accrued Interest in respect of each
Series. The Bank is under no obligation to accept any offers to complete the Tender Offer until
the announcement of the results of the Tender Offer.
In the event that Offers to Sell are received by the Tender and Information Agent in respect of an
aggregate principal amount of Second Priority Notes in respect of a Series which is greater than
the final aggregate principal amount of Notes of such Series accepted for purchase, a pro-rata
reduction may be applied to such Offers to Sell, subject to the terms and conditions of the Tender
Offer.
The rationale of the Tender Offer for the Bank is to reduce its interest expense (and thus improve
earnings) whilst maintaining a strong liquidity and regulatory capital position.
The Bank may decide to purchase none of the Notes tendered. The Bank may decide, in its sole
and absolute discretion, to purchase none of the First Priority Notes tendered and/or none of the
Second Priority Notes tendered.
The Bank reserves the right to reject or accept any Notes offered pursuant to the Tender Offer in
its sole and absolute discretion. Until the Bank announces the final aggregate principal amount of
the Notes accepted for purchase, no assurance can be given that any Notes validly tendered for
purchase pursuant to the Tender Offer will be accepted. The acceptance of any Notes validly
tendered for purchase is at the absolute discretion of the Bank and the Bank reserves the
absolute right not to accept any Notes validly tendered pursuant to the Tender Offer.
Any Notes purchased by the Bank pursuant to the Tender Offer will be cancelled and will not be
reissued or resold. Notes which have not been validly submitted and accepted for tender
pursuant to the Tender Offer will remain outstanding.
Terms of the Tender Offer
(a) The amount payable by the Bank to each Qualifying Holder for the Notes of a Series validly
tendered and accepted by it for purchase pursuant to the Tender Offer (rounded to the nearest
CHF 0.01, with CHF 0.005 being rounded upwards, in the case of CHF Notes and rounded to the
nearest U.S.$0.01, with U.S.$0.005 being rounded upwards, in the case of USD Notes) will be equal
to an amount in cash equal to the product of (i) the aggregate principal amount of such Notes
validly tendered and accepted for purchase and (ii) the relevant Tender Price. The Bank will also
pay or procure the payment of the relevant Accrued Interest Amount for the Notes of such Series
accepted for purchase.
(b) The Settlement Date is expected to be on 21 July 2016, on which date the Bank will pay the
relevant Tender Consideration and Accrued Interest Amount to each Qualifying Holder who has
validly tendered for purchase Notes under the Tender Offer and whose tenders have been
accepted.
(c) The Bank may reject tenders of Notes for purchase that it considers, in its sole discretion, not to
have been validly made and the Bank is under no obligation to any Qualifying Holders to provide
any reason or justification for refusing to accept any such tender of Notes for purchase.
Order of Priority
Notes will be accepted for purchase in accordance with the Order of Priority (with any and all
valid Offers to Sell in respect of the First Priority Notes being accepted first, subject to the
discretion of the Bank not to accept any Notes tendered). See the front cover of this notice and
the Tender Offer Memorandum for details of the Order of Priority.
First Priority Notes
If the Bank accepts any validly tendered First Priority Notes for purchase then all First Priority
Notes validly tendered will be accepted for purchase in full.
Second Priority Notes
The Bank will only accept an aggregate principal amount of Second Priority Notes validly
tendered such that the Second Priority Notes Tender Consideration does not exceed the
Maximum Second Priority Notes Tender Consideration. If acceptance of all of the Second Priority
Notes validly tendered in the Tender Offer would result in the Second Priority Notes Tender
Consideration exceeding the Maximum Second Priority Notes Tender Consideration, then the
Bank will determine the allocation of the Maximum Second Priority Notes Tender Consideration
in its sole and absolute discretion, and reserves the right to accept significantly more or less (or
none) of the Second Priority Notes of one Series (subject to pro-ration within any such Series, if
applicable) as compared to the other Series of Second Priority Notes, such that the Second
Priority Notes Tender Consideration does not exceed the Maximum Second Priority Notes Tender
Consideration.
Tender Price for First Priority Notes
With respect to the First Priority Notes, the Tender Price offered by the Bank for the relevant
First Priority Notes validly submitted for tender and accepted for purchase is set out under the
heading “Tender Price” in the table on the first page of this notice.
Tender Price for Second Priority Notes
(a) The Tender Price offered by the Bank for the relevant Second Priority Notes validly submitted for
tender and accepted for purchase will be expressed as (i) in the case of the USD October 2020
Notes, a percentage of the principal amount of the relevant USD October 2020 Notes (which will
be equal to, or in an increment of 0.125 per cent. above, the USD October 2020 Notes Minimum
Tender Price) and (ii) in the case of the USD February 2020 Notes, a percentage of the principal
amount of the relevant USD February 2020 Notes (which will be equal to, or in an increment of
0.125 per cent. above, the USD February 2020 Notes Minimum Tender Price).
(b) Each such Tender Price shall be determined pursuant to a modified Dutch auction procedure, as
further described below and in the Tender Offer Memorandum.
Modified Dutch Auction Procedure
Under the modified Dutch auction procedure, the Bank will determine, in its sole discretion,
following expiration of the Tender Offer:
(a) in the case of the USD October 2020 Notes (a) the aggregate principal amount of USD October
2020 Notes (if any) that it will accept for purchase pursuant to the Tender Offer and (b) the Tender
Price (expressed as a percentage of the principal amount of the relevant USD October 2020 Notes
equal to, or in an increment of 0.125 per cent. above, the USD October 2020 Notes Minimum
Tender Price) in respect of the USD October 2020 Notes, which shall be not less than 97.00 per
cent. of the principal amount of the relevant USD October 2020 Notes (the “USD October 2020
Notes Minimum Tender Price”); and
(b) in the case of the USD February 2020 Notes, (a) the aggregate principal amount of USD February
2020 Notes (if any) that it will accept for purchase pursuant to the Tender Offer and (b) the Tender
Price (expressed as a percentage of the principal amount of the relevant USD February 2020 Notes
equal to, or in an increment of 0.125 per cent. above, the USD February 2020 Notes Minimum
Tender Price) in respect of the USD February 2020 Notes, which shall be not less than 92.00 per
cent. of the principal amount of the relevant USD February 2020 Notes (the “USD February 2020
Notes Minimum Tender Price”),
in each case, taking into account the principal amount of USD October 2020 Notes or USD
February 2020 Notes (as applicable) so tendered and the purchase prices specified (or deemed to
be specified, as set out below and in the Tender Offer Memorandum) by tendering Qualifying
Holders.
The Tender Price for the USD October 2020 Notes will represent the lowest price that will enable
the Bank to purchase an aggregate principal amount of USD October 2020 Notes which equals
the USD October 2020 Notes Amount.
The Tender Price for the USD February 2020 Notes will represent the lowest price that will enable
the Bank to purchase an aggregate principal amount of USD February 2020 Notes which equals
the USD February 2020 Notes Amount.
“Non-competitive” and “Competitive” Electronic Instruction Notices in respect of the USD
October 2020 Notes Offer and USD February 2020 Notes Offer
Electronic Instruction Notices from Qualifying Holders wishing to participate in the Tender Offer
in respect of the USD October 2020 Notes and/or the USD February 2020 Notes may be
submitted on a “non-competitive” or a “competitive” basis as follows:
- a Non-Competitive Electronic Instruction Notice is an Electronic Instruction Notice that either (i)
does not specify a purchase price for the relevant Second Priority Notes or (ii) specifies a purchase
price equal to or lower than the USD October 2020 Notes Minimum Tender Price or the USD
February 2020 Notes Minimum Tender Price (as applicable). Each Non-Competitive Electronic
Instruction Notice, whether falling within (i) or (ii) above, will be deemed to have specified the
applicable Minimum Tender Price for the relevant Second Priority Notes; and
- a Competitive Electronic Instruction Notice is an Electronic Instruction Notice that specifies a
purchase price for the relevant Second Priority Notes of more than the applicable Minimum Tender
Price. Purchase prices may only be specified in increments of 0.125 per cent. above the applicable
Minimum Tender Price.
If a Competitive Electronic Instruction Notice specifies a purchase price that is not a whole
increment of 0.125 per cent. above the applicable Minimum Tender Price, such purchase price
will be rounded down to the nearest 0.125 per cent. increment for the purpose of the modified
Dutch auction.
Any Electronic Instruction Notice relating to the Second Priority Notes which specifies a purchase
price equal to or less than the relevant Minimum Tender Price for the relevant Second Priority
Notes will be deemed to be a Non-Competitive Electronic Instruction Notice.
Once the Bank has determined the single clearing Tender Price for the USD October 2020 Notes
or the USD February 2020 Notes, it will not accept for purchase any Second Priority Notes of the
relevant Series tendered at purchase prices greater than the relevant Tender Price. Accordingly, if
the Bank determines that the single clearing Tender Price for the USD October 2020 Notes or the
USD February 2020 Notes, as applicable, will be the relevant Minimum Tender Price, no Notes of
the relevant Series tendered pursuant to Competitive Electronic Instruction Notices will be
accepted for purchase.
Accrued Interest Amount
On the Settlement Date, the Bank will pay or procure the payment of the relevant Accrued
Interest Amount to each Qualifying Holder who has validly tendered their Notes for purchase
(and whose Offer to Sell has been accepted) pursuant to the Tender Offer.
Pro-rating of Offers to Sell in respect of the Second Priority Notes
(a) In respect of the Second Priority Notes only, if the aggregate principal amount of Second Priority
Notes of a Series validly tendered for purchase is greater than the Second Priority Notes Amount
for such Series, the Bank may accept for purchase Second Priority Notes of such Series on a pro-
rata basis, as set out below.
(b) Once the Bank has determined the Tender Price for a Series of Second Priority Notes, the Bank will
accept Offers to Sell of Second Priority Notes of such Series in the following order:
(i) all valid Offers to Sell submitted by way of Non-Competitive Electronic Instruction Notices
for such Series will be accepted first, subject to possible pro-ration in the event that such
Offers to Sell of Second Priority Notes have been made in a greater principal amount than
the relevant Second Priority Notes Amount;
(ii) all valid Offers to Sell submitted by way of Competitive Electronic Instruction Notices for
such Series that specify a purchase price less than the relevant Tender Price will be
accepted second in full; and
(iii) all valid Offers to Sell submitted by way of Competitive Electronic Instruction Notices for
such Series that specify a purchase price equal to the relevant Tender Price will be
accepted third, subject to possible pro-ration in the event that such Offers to Sell, when
aggregated with all tenders of Second Priority Notes referred to above and accepted for
purchase, results in a greater principal amount than the relevant Second Priority Notes
Amount.
(c) Where pro-ration is necessary, such pro-rata allocations will be calculated by multiplying the
aggregate principal amount of Second Priority Notes of such Series subject to pro-ration by a factor
equal to (i) the relevant Second Priority Notes Amount less the aggregate principal amount of
Second Priority Notes for such Series accepted for purchase not subject to pro-ration, divided by
(ii) the aggregate principal amount of the Second Priority Notes for such Series that have been
validly tendered and are subject to pro-ration. Each Offer to Sell will be rounded down to the
nearest U.S.$100 in principal amount. For the avoidance of doubt, a different pro-ration factor may
be applied to each Series of Second Priority Notes.
(d) In the event of any such pro-ration, the Bank will only accept Offers to Sell subject to pro-ration to
the extent such pro-ration will not result in the relevant Qualifying Holder transferring Notes to the
Bank in an aggregate principal amount outstanding of less than the applicable Minimum
Denomination.
Settlement
(a) The Settlement Date for the Tender Offer is expected to be on 21 July 2016. All sales pursuant to
the Tender Offer will settle through the normal procedures of Euroclear, Clearstream and SIS. On
the Settlement Date, the Bank shall pay or procure the payment to each Qualifying Holder which
has validly submitted an Offer to Sell which is received by the Tender and Information Agent by the
Expiration Time, of an amount in cash equal to the relevant Tender Consideration and Accrued
Interest Amount in respect of the Notes so tendered and delivered by such Qualifying Holder and
accepted for purchase by the Bank.
(b) Payment of the relevant Tender Consideration and Accrued Interest Amount will be made on the
Settlement Date by the relevant Clearing Systems to Direct Participants for the Noteholders
through Euroclear, Clearstream and SIS, as the case may be. Payment of the relevant Tender
Consideration and Accrued Interest Amount, by or on behalf of the Bank to the relevant Clearing
System, shall fully and finally discharge its obligations to the Qualifying Holders in respect of the
Notes validly tendered and delivered and accepted for purchase by the Bank pursuant to the
Tender Offer. Under no circumstances will any additional interest be payable by the Bank to a
Qualifying Holder due to any delay in the transmission of funds from the relevant Clearing System
or any other intermediary with respect to such Notes of that Qualifying Holder.
Amendment, Withdrawal, Termination or Extension
Subject as provided in the Tender Offer Memorandum, the Bank, may, in its sole discretion, (i)
amend the terms of or extend the duration of the Tender Offer; or (ii) terminate or withdraw the
Tender Offer at any time prior to the announcement by the Bank of whether it accepts any Notes
for purchase.
If the Bank terminates the Tender Offer, any Notes offered for sale will not be purchased.
Electronic Instruction Notices will be irrevocable except in the limited circumstances in which
withdrawal is specifically permitted in accordance with the terms of the Tender Offer
Memorandum.
Key Dates
Please note the following important dates and times relating to the Tender Offer. Each is
indicative only and is subject to change as a result of any amendment, withdrawal, termination or
extension as set out in this notice and in the Tender Offer Memorandum:
Events Times and Dates
Launch of the Tender Offer ……………………………………………… 1 July 2016
Notice of the Tender Offer distributed via the Clearing Systems and published
by way of announcement via the RNS, the SENS and the SIX Swiss Exchange
and on a Notifying News Service. Tender Offer Memorandum made available
to Qualifying Holders (upon request).
Beginning of Tender Offer Period.
Expiration Time ……………………………………………………………. 4:00 p.m. (London time)
Deadline for receipt of all Electronic Instruction Notices by the Tender and on 13 July 2016
Information Agent.
Qualifying Holders should note that Electronic Instruction Notices must be
submitted in accordance with the deadlines of the relevant Clearing System.
End of Tender Offer Period.
Announcement of the results of the Tender Offer ……………………. As soon as reasonably
Provided the Bank has not elected to withdraw, amend, extend or terminate practicable on 14 July 2016
the Tender Offer in accordance with the Tender Offer Memorandum,
announcement of whether, in respect of each Series, the Bank will accept valid
offers of Notes for purchase, and, if so accepted (i) in respect of the Second
Priority Notes only, the relevant Tender Price for the Notes of such Series of
Second Priority Notes accepted for purchase, (ii) the final aggregate principal
amount of Notes of each Series accepted for purchase, (iii) the relevant pro-
ration (if any) for any Series of the Second Priority Notes, (iv) the aggregate
principal amount of Notes of each Series that will remain outstanding after
the Settlement Date and (v) the Accrued Interest in respect of each Series.
Announcement to be submitted to the Clearing Systems and published by way
of announcement on a Notifying News Service and via the RNS, the SENS and
the SIX Swiss Exchange.
Settlement Date ………………………………………………………………
Settlement of the Tender Offer and payment of the Tender Consideration and Expected to take place on
the Accrued Interest Amount in respect of Notes accepted for purchase. 21 July 2016
Qualifying Holders are advised to check with the bank, securities broker, custodian or other intermediary
through which they hold their Notes whether such intermediary would require receiving instructions to
participate in, or (where permitted) withdraw their instruction to participate in, the Tender Offer prior to the
deadlines set out above. The deadlines set by each Clearing System for the submission of Electronic
Instruction Notices will be earlier than the relevant deadlines above, in which case Qualifying Holders
should follow those earlier deadlines.
Significant delays may be experienced where notices are delivered through the Clearing Systems and
Qualifying Holders are urged to contact the Tender and Information Agent at the telephone number specified
below for the relevant announcements during the Tender Offer Period.
Further Information
Electronic Instruction Notices must be submitted in respect of a minimum principal amount of (i)
CHF 4,000 (and integral multiples thereof) with respect to the CHF 2022 Notes, the CHF 2021
Notes, the CHF 2020 Notes and the CHF 2019 Notes, (ii) U.S.$160,000 (and integral multiples of
U.S.$100 thereafter) with respect to the USD October 2020 Notes and the USD February 2020
Notes and (iii) U.S.$160,000 (and integral multiples thereof) with respect to the USD 2018 Notes.
Electronic Instruction Notices submitted in denominations other than the above will not be
eligible for participation in the Tender Offer.
A separate Offer to Sell must be completed on behalf of each beneficial owner and in respect of
each Series.
Qualifying Holders are advised to read carefully the Tender Offer Memorandum for full details of
and information on the procedures for participating in the Tender Offer.
Any charges, costs and expenses incurred by a Qualifying Holder or charged by a Qualifying
Holder’s intermediary or other Direct Participant who holds Notes or an interest in Notes on
behalf of another person in connection with the Tender Offer shall be borne by such Qualifying
Holder.
The Dealer Managers do not take responsibility for the contents of this notice and the Tender
Offer Memorandum. This notice and the Tender Offer Memorandum do not constitute a
recommendation by the Bank, the Dealer Managers, the Tender and Information Agent or any of
their respective directors or employees to Qualifying Holders to tender Notes. None of the Bank,
the Dealer Managers, the Tender and Information Agent or any of their respective directors or
employees has authorised any third party to make any such recommendation. Qualifying Holders
should thoroughly examine the information contained in the Tender Offer Memorandum, in
particular, the risk factors described in the Tender Offer Memorandum, consult with their
personal legal, tax and investment advisors and make an independent decision whether to tender
any Note held by them to the Bank on the basis of the Tender Offer.
For more information regarding the terms and conditions of the Tender Offer, in particular the
determination of the Tender Price, please refer to the Tender Offer Memorandum.
Questions and requests for documents or assistance in relation to the procedures relating to
participation in the Tender Offer may be addressed to the Dealer Managers or the Tender and
Information Agent, the contact details of which are provided below.
Contact Information
The Dealer Managers of the Tender Offer are:
DEALER MANAGERS
Goldman Sachs International Rand Merchant Bank, a division of FirstRand
Peterborough Court Bank Limited (London Branch)
133 Fleet Street 2 – 6 Austin Friars
London EC4A 2BB London EC2N 2HD
United Kingdom United Kingdom
Attn: Liability Management Group Attn: Martin Richardson
Tel: +44 (0) 207 774 9862 Tel: +44 (0) 207 939 1731
Email: liabilitymanagement.eu@gs.com Email: Martin.Richardson@rmb.co.uk
The Tender and Information Agent for the Tender Offer will be:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn: Sunjeeve Patel / Paul Kamminga
Tel: +44 20 7704 0880
Email: africanbank@lucid-is.com
Bank contact:
African Bank Limited
59, 16th Road
Midrand, 1685
South Africa
Copies of the Tender Offer Memorandum are available upon request addressed to the Tender and
Information Agent.
Prior to making a decision as to whether to participate in the Tender Offer, Qualifying Holders
should carefully consider all of the information in the Tender Offer Memorandum.
TENDER OFFER RESTRICTIONS
This notice does not constitute an invitation to participate in the Tender Offer in or from any
jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such
invitation under applicable securities laws. The distribution of this notice or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this
notice comes are required by each of the Bank, the Dealer Managers and the Tender and Information
Agent to inform themselves about, and to observe, any such restrictions.
United States
The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission,
telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce
of, or any facility of a national securities exchange of, or to owners of Notes who are located in the
United States or to U.S. Persons as defined in Regulation S of the U.S. Securities Act of 1933, as
amended (the "Securities Act") (each a "U.S. Person") and the Notes may not be tendered in the
Tender Offer by any such use, means, instrumentality or facility from or within the United States, by
persons located or resident in the United States or by U.S. Persons. Accordingly, copies of the Tender
Offer Memorandum, this notice and any documents or materials related to the Tender Offer are not
being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees, trustees) in or into the United
States or to any persons located or resident in the United States or to U.S. Persons. Any purported
offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these
restrictions will be invalid, and Offers to Sell made by a person located or resident in the United
States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States or any U.S. Person will not be accepted.
For the purposes of the above paragraph, "United States" means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
Wake Island and the Northern Mariana Islands), any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of this notice, the Tender Offer Memorandum and any other offer material
relating to the Tender Offer is not being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is only directed at and may be
communicated to (1) those persons who are existing members or creditors of the Bank or other
persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be
communicated (together being referred to as "relevant persons"), and must not be acted on or relied
upon by persons other than relevant persons. Any investment activity referred to in this announcement
is available only to relevant persons and will be engaged in only with relevant persons.
Switzerland
Neither this notice nor the Tender Offer Memorandum nor any other offering or marketing material
relating to the Tender Offer constitutes a prospectus as such term is understood pursuant to article
652a or article 1156 of the Swiss Federal code of Obligations or a listing prospectus within the
meaning of the listing rules of the SIX Swiss Exchange Ltd. Accordingly, the investor protection rules
otherwise applicable to investors in Switzerland do not apply to the Tender Offer. If in doubt,
investors based in Switzerland are recommended to contact their legal, financial or tax adviser with
respect to the Tender Offer.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France.
This notice, the Tender Offer Memorandum and any other offering material relating to the Tender
Offer may not be distributed or caused to be distributed to the public in the Republic of France and
only (a) persons providing investment services relating to portfolio management for the account of
third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le
compte de tiers), and/or (b) qualified investors (investisseurs qualifiés), acting for their own account,
as defined in and in accordance with Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the Tender Offer. Neither this notice, the Tender
Offer Memorandum, nor any other such offering material has been submitted for clearance to the
Autorité des marchés financiers.
Italy
Neither this notice, the Tender Offer, the Tender Offer Memorandum nor any other documents or
materials relating to the Tender Offer have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations.
The Tender Offer is only being carried out in Italy ("Italy") as an exempted offer under 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 4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended.
Any Noteholder or beneficial owner of the Notes located in the Republic of Italy may tender their
Notes for purchase in the Tender Offer 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 Notes or the Tender Offer.
Belgium
The following offer restriction applies in respect of the CHF Notes only.
Neither this notice, the Tender Offer Memorandum nor any other documents or materials relating to
the Tender Offer have been submitted to or will be submitted for approval or recognition to the
Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers /
Autoriteit voor financiële diensten en markten") and, accordingly, the Tender Offer may not be made
in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April
2007 on public takeover bids (as amended). Accordingly, the Tender Offer may not be advertised and
the Tender Offer will not be extended, and neither this notice, the Tender Offer Memorandum nor any
other documents or materials relating to the Tender Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of
Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the
admission to trading of placement instruments on regulated markets (as amended) acting on their own
account. Insofar as Belgium is concerned, this notice and the Tender Offer Memorandum have been
issued only for the personal use of the above qualified investors and exclusively for the purpose of the
Tender Offer. Accordingly, the information contained in this notice and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
South Africa
Neither this notice, the Tender Offer Memorandum nor any other offering or marketing material
relating to the Tender Offer constitutes an “offer to the public” as such term is understood pursuant to
Chapter 4 of the South African Companies Act 71 of 2008. The Tender Offer is however only
directed at those persons who are existing holders of the Notes (who are also Qualifying Holders) and
must not be acted on or relied upon by persons other than such Qualifying Holders.
General
This notice and the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of
an Offer to Sell the Notes, and tenders of the Notes for purchase pursuant to the Tender Offer will not
be accepted from Qualifying Holders, in any circumstances in which such offer or solicitation is
unlawful.
Each holder of Notes participating in the Tender Offer will be deemed to give certain representations
in respect of the jurisdictions referred to above and generally as set out in "Participating in the Tender
Offer" in the Tender Offer Memorandum. Any tender of the Notes for purchase pursuant to the
Tender Offer from a Qualifying Holder that is unable to make these representations will not be
accepted. Each of the Bank, the Dealer Managers and the Tender and Information Agent reserves the
right, in its absolute discretion, but it cannot be blamed for lack of use of this right, to investigate, in
relation to any tender of the Notes for purchase pursuant to the Tender Offer, whether any such
representation given by a Qualifying Holder is correct and, if such investigation is undertaken and as a
result the Bank or the Tender and Information Agent on the Bank’s behalf determines (for any reason)
that such representation is not correct, such tender shall not be accepted.
The Bank, the Dealer Managers or the Tender and Information Agent (and their directors, employees
or affiliates) make no representations or recommendations whatsoever regarding this notice or the
Tender Offer Memorandum or the Tender Offer.
None of the Bank, the Dealer Managers or the Tender and Information Agent makes any
recommendation as to whether or not Qualifying Holders should participate in the Tender Offer.
Date: 01/07/2016 10:23:00 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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