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Amendments to KAP’s ZAR10 000 000 000 Domestic Medium-Term Note Programme
KAP INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1978/000181/06)
JSE alpha code: KAP
(“KAP”)
AMENDMENTS TO KAP’S ZAR10 000 000 000 DOMESTIC MEDIUM-TERM NOTE PROGRAMME
Noteholders are advised that KAP has amended and updated its ZAR10 000 000 000 Domestic
Medium-Term Note Programme (the “Programme Memorandum”) by, amongst others, incorporating
various regulatory amendments to align the Programme Memorandum with the most recent Debt
Listings Requirements of the JSE Limited (“JSE DLRs”).
The amendments to the Programme Memorandum primarily relate to updates of the following
aspects:
• aligning the Issuer and JSE Limited (“JSE”) responsibility statements in the Programme
Memorandum and the pro forma Applicable Pricing Supplement with the exact wording
contained in the JSE DLRs;
• changing references to the “BESA Guarantee Fund” to “JSE Debt Guarantee Fund”;
• updating the section headed “Documents Incorporated by Reference”, which includes the
publication of information on the Issuer’s website;
• introducing the “Information Statement”, which includes information pertaining to the business
description of the Issuer and Guarantor(s), the full names of the Issuer and Guarantor(s),
information relating to investor considerations and risk factors associated with an investment in
the Notes, including, but not limited to, the risk factors specific to the Issuer, as well as
information relating to the Issuer’s compliance with the King IV Report on Corporate Governance
for South Africa, 2016;
• introducing the “Issuer Agent” concept;
• introducing definitions for the “Interest Period”, “Interest Payment Dates” and “Determination
Dates” into the pro forma Applicable Pricing Supplement, as required by the JSE DLRs;
• Introducing further placeholders, dealing with the “Base CPI”, “Index sponsor”, “Index
calculator”, “Website address where the link to the index rulebook is available”, “Index level”,
“Required confirmations” and “Underlying indices” (please note that these provisions would only
be applicable should the Issuer decide to issue Index Linked Notes in the future);
• aligning the Terms and Conditions with the latest amendments to the JSE DLRs, which include:
o amending Condition 9 “Interest” to incorporate the revised interest calculation
definition under the “Fixed Rate Notes” section;
o amending Condition 10 “Payments” and in particular 10.3 “Payment Day” to be aligned
with JSE’s ‘Payment Day’ definition;
o introducing Condition 15 “Registration of Notes Issued in Uncertificated Form”;
o amending Condition 20 “Notices” to be aligned with the JSE DLRs;
o amending Condition 21 “Amendment of these Terms and Conditions” (including the
“Terms and Conditions” and removal of the words “formal, minor” in the phrase
‘formal, minor or technical nature’ in the context of amendments that may be effected
without the consent of Noteholders’); and
o amending Condition 22 “Meeting of Noteholders/Consent Process” to be aligned with
the provisions of the Companies Act, Number 71 of 2008 regarding meetings of
shareholders);
• amending the settlement and clearing and transfers and exchanges processes relating to the
“Settlement, Clearing and Transfer of Notes” in line with the JSE DLRs;
• updating the “Subscription and Sale”, “Taxation” and “South African Exchange Control” sections
in line with the most recent laws;
• amending and updating the section headed “General Information” at the end of the Programme
Memorandum, incorporating “Authorisation”, “Listing”, “Documents Available for Inspection”,
“Material Change”, “Litigation” and “Auditor”;
• effecting further minor clean-up changes pursuant to the JSE DLRs; and
• updating the Programme Memorandum to provide for the recent amendments from Strate in
terms of the settlement process.
The Amended and Restated Programme Memorandum and Information Statement are available for
inspection at the registered office of KAP and have also been made available for inspection on KAP’s
website at https://www.kap.co.za/investor-relations/note-programme/. The Amended and Restated
Programme Memorandum will also be available for inspection on the JSE’s website at www.jse.co.za.
27 January 2020
Debt Sponsor: Nedbank Corporate and Investment Bank, a division of Nedbank Limited
Date: 27-01-2020 02:11:00
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