AFRICAN BANK LIMITED - Offer to buy back certain notes issued in terms of the DMTN programme listed on the JSE

Offer to buy back certain notes issued in terms of the DMTN programme listed on the JSE

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”)


Offer to buy back certain notes issued in terms of the DMTN programme listed on the JSE

African Bank has today via the electronic Strate bond system issued a Tender Instruction Form (the
Instruction Form) and an accompanying Term Sheet (the Term Sheet) relating to an invitation to
noteholders by African Bank to offer to sell any or all of their holdings in certain senior unsecured
notes issued under the Bank’s Domestic Medium Term Note (DMTN) programme listed on the
Interest Rate Market of the Johannesburg Stock Exchange (the Invitation). The following notes are
included in the Invitation:

  Stock              ISIN               Contractual                  Outstanding Issued            Indicative Invitation
  Code                                  Maturity Date                Nominal Amount                Clean Price as a
                                                                     (ZAR)                         Percentage of
                                                                                                   Original Nominal (Note 1)
  ABK1         ZAG000134420             7 November 2018               R360 million                    102.58%
  ABK2         ZAG000134438             24 May 2018                   R420 million                    100.47%
  ABK3         ZAG000134446             7 November 2018               R400 million                    101.07%
  ABK4         ZAG000134453             24 May 2018                   R304 million                    100.41%
  ABK5         ZAG000134461             31 October 2018               R800 million                    100.26%
  ABK11        ZAG000134529             20 May 2019                   R408 million                    100.53%
  ABKI01       ZAG000134545             7 November 2018               R541.5 million (Note 2)         149.89%
  Note 1: This indicative price is expressed at prevailing prices at the close of business on 6 September 2017. Given
  movements in the underlying yield curve between the opening of the Invitation and the closing of the Invitation,
  the clean price will effectively be determined at 17h00 on the tender offer closing date, based on a curve as
  determined by the Tender Agent in its sole and absolute discretion, in respect of the floating rate notes and
  market rates with respect to the relevant benchmark bonds with respect to the fixed and inflation linked notes.
  Note 2: Notes which are held by or on behalf of the Bank are deemed not to be outstanding.

The terms and conditions of the Invitation are clearly set out in the Term Sheet issued to the
registered Central Securities Depository Participants (CSDPs) of noteholders via the electronic Strate
bond system. The key dates and required information necessary to execute an offer in terms of the
Invitation are set out in the Instruction Form, also sent to registered CSDPs of noteholders via the
Strate messaging system. Both the Term Sheet and the Instruction Form are available on the African
Bank website at https://www.africanbank.co.za/en/home/investors/corporate/debt-investor-
information/.

For the sake of clarity, noteholders should note the following key dates:

  Date                        Time                    Event
  8 September 2017            09:00                   Opening of Tender Offer Invitation
  14 September 2017           17:00                   Closing of Tender Offer Invitation
  15 September 2017           09:00                   Announcement of the extent of the Bank’s acceptance
                                                      of the Tender Offer Notes on SENS
  19 September 2017                                   Settlement of Tender Offers

Noteholders who are interested in tendering an offer to sell will need to complete the Instruction
Form and email it to ABKtenderoffer@rmb.co.za before 17h00 on Thursday 14th September. No
other form of communicating an offer will be accepted.

The rationale of the tender offer for the Bank is to reduce its interest expense and thus improve
earnings. The targeting of the shorter-dated DMTN bonds is explicit so as to preserve longer term
liquidity, while structuring the balance sheet more effectively from a capital and liquidity
perspective.

The results of the Invitation process will be communicated to the market via a Johannesburg Stock
Exchange News Service (SENS) notice at or before 09:00 on 15 September 2017.



8 September 2017

Debt Sponsor

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 08/09/2017 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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