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ISSUE AND LISTING OF TRADEHOLD’S "B" PREFERENCE SHARES - TDHPB
TRADEHOLD LIMITED
(Registration number: 1970/009054/06)
("Tradehold" or “the Company”)
Incorporated in the Republic of South Africa
JSE Share code: TDHBP
ISIN: ZAE000253050
ISSUE AND LISTING OF TRADEHOLD’S “B” PREFERENCE SHARES UNDER THE ZAR1,250,000,000 DOMESTIC
PREFERENCE SHARE PROGRAMME
On 12 December 2017 Tradehold announced details of the Tradehold Limited ZAR1,250,000,000 Domestic Preference
Share Programme (the “Programme”). Defined terms used but not defined in this announcement have the meaning set out in
the announcement of 12 December 2017.
The Company is pleased to announce that it will be listing the first tranche of its “B” Preference Shares under the Programme
in terms of the Applicable Pricing Supplement and the Amended Terms and Conditions.
The details of the Applicable Pricing Supplement and Amended Terms and Conditions are summarised in the table below:
JSE Share Code TDHBP
ISIN ZAE000253050
Listing Date Monday, 18 December 2017
Type of Preference Share Floating Rate Preference Shares
Number of “B” Preference Shares issued 1,134,790
Issue Price R1,000 per “B” Preference Share
Dividend Rate The Dividend Rate Percentage of the Reference
Rate plus Margin of 3%
Issue Date Monday, 18 December 2017
Dividend Rate Percentage 72% of the Reference Rate, subject to
adjustment in accordance with the provisions of
Condition 10.2 (Adjustment Events)
Reference Rate ZAR-JIBAR-SAFEX with a designated maturity
of 3 months
Dividend Commencement Date 18 December 2017
Scheduled Dividend Date(s) 15 December, 15 March, 15 June and 15
September of each year, with the first
Scheduled Dividend Date being 15 March 2018.
Day count fraction Actual/365
Final Redemption Record Date 17 December 2021
Final Redemption Date 18 December 2021
Final Redemption Amount R1,000 per “B” Preference Share
Additional terms and conditions Refer to Appendix A of the Applicable Pricing
Supplement.
Following the issuance, the total aggregate issue price of “B” Preference Shares in issue is ZAR1,134,790,000 and the total
authorised amount of ZAR1,250,000,000 under the Tradehold Programme Memorandum has not been exceeded.
Please refer to Tradehold’s website www.tradehold.co.za for a copy of the Applicable Pricing Supplement and the Amended
Terms and Conditions. A copy of the Programme Memorandum has also been made available on the Company’s website on
12 December 2017.
15 December 2017
Cape Town
Joint Debt Sponsor
Nodus Capital Proprietary Limited
Mettle Specialised Finance Proprietary Limited
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any “B” Preference Shares in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
This announcement does not constitute an offer to the public as contemplated in the Companies Act, 2008 and, accordingly,
no prospectus will be issued or registered in respect of the offer of “B” Preference Shares (the “Offer”). The Offer will only be
made to offerees, who, subject to certain conditions, comprise selected institutional investors in South Africa (within the ambit
of section 96(1)(a) of the Companies Act), and to persons in South Africa who subscribe for “B” Preference Shares at a
minimum aggregate subscription price of ZAR1,000,000 per single addressee acting as principal (as envisaged in section
96(1)(b) of the Companies Act), and in each case to whom the Offer is specifically addressed. The Offer is not being made,
and the “B” Preference Shares are not being offered, in any jurisdiction other than South Africa.
The distribution of this announcement, Programme Memorandum, any Applicable Pricing Supplement, and the issue, sale or
offer of “B” Preference Shares may be restricted by law in certain jurisdictions. Persons into whose possession this
announcement comes must inform themselves about, and observe, any such restrictions. In particular, there are restrictions
on the distribution of this announcement and the offer or sale of “B" Preference Shares in the United States of America, the
European Economic Area, the United Kingdom, South Africa and certain other jurisdictions. The Issuer, the Arranger, the
Dealer(s), the Debt Sponsors and the other professional advisers do not represent that this announcement may be lawfully
distributed, or that any “B” Preference Shares may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger, the Dealer(s),
the Debt Sponsors and the other professional advisers which would permit a public offering of any “B” Preference Shares or
distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no “B” Preference Shares
may be offered or sold, directly or indirectly, and neither this announcement, the Programme Memorandum nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that
will result in compliance with all applicable laws and regulations.
“B” Preference Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended)
(the “Securities Act”). “B” Preference Shares may not be offered, sold or delivered within the United States of America or to
U.S. Persons except in accordance with Regulation S (as defined in the Securities Act) under the Securities Act.
Date: 15/12/2017 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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