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THE LAND AND AGRICULTURAL DEVELOPMENT BANK OF SOUTH AFRICA - BILB-Buy- Offer to buy back 10% of nominal amount outstanding on notes issued

Release Date: 11/01/2021 17:11:00      Code(s): LBK15 LBK32 LBK27 LBK18 LBK37 LBK33 LBK26 LBK29 LBK30 LBK31 LBK20 LBK23 LBK38 LBK35 LBK28 LBK24       PDF(s):  
BILB-Buy- Offer to buy back 10% of nominal amount outstanding on notes issued

The Land and Agricultural Development Bank of South Africa


(JSE Code: BILB)

(“Land Bank” or the “Issuer”)


For release: Monday 11 January 2021


Land Bank Buy-Back Offer Invitation: Offer to buy back 10% of nominal amount outstanding on notes issued in terms of Domestic Medium Term Note
(“DMTN”) programmes listed on the JSE


Defined terms used in this SENS announcement shall bear the meaning as defined in Land Bank's ZAR20 Billion DMTN Programme dated 18 October 2010
(“2010 DMTN Programme”) and its ZAR30 Billion DMTN Programme dated 13 March 2017 (“2017 DMTN Programme”) listed on the Interest Rate Market of the
Johannesburg Stock Exchange, unless inconsistent with the context or separately defined herein.


In the SENS announcements of 22 September 2020 and 23 November 2020, Land Bank confirmed that it would be making payment of the (5%) Part Capital Reduction
Repayment (as defined in, and) on the basis described in the SENS of 22 September 2020. The payment would be made by the end of February 2021.

Increase in Capital Repayment


Land Bank has certain semi-annual capital amortisation loan repayments that it is obliged to pay to its international funders during February and March 2021, and to
uphold the INSOL principles and align the South African lenders, Land Bank has decided to make an additional repayment of 5% of the nominal capital outstanding to
financial creditors who are not receiving such an amortisation loan repayment. A commitment was provided to South African Lenders that the first 5% Part Capital
Reduction Repayment would be paid out before end February 2021. The next of these semi-annual capital amortisation payments to Land Bank’s international funders
are due during February and March 2021 and Land Bank has therefore decided to increase the 5% capital repayment amount to a 10% capital repayment amount and
to implement such payment before end February 2021.


Land Bank is therefore hereby offering to buy back, directly from each holder of the Buy-Back Offer Notes (as defined below), 10% of the Nominal Amount of all Buy-
Back Offer Notes, held by each Noteholder, plus provide as additional consideration, any accrued, but unpaid interest (calculated in accordance with the Terms and
                                                                                                           2


Conditions of the relevant Notes) from the last Interest Payment Date to the Settlement date (“Accrued, but Unpaid Interest”) on such 10% of the aggregate Nominal
Amount of the relevant Buy-Back Offer Notes held by each Noteholder (“Purchase Price”) (the Purchase Price shall be determined on Trade Date for each relevant
Buy-Back Offer Note), subject to certain terms and conditions set out below (the “Buy-Back Offer Invitation”).


Land Bank has today, via the CSD, and annexed hereto, issued a buy-back instruction form (the “Buy-Back Instruction Form”) relating to an invitation to noteholders
of listed, non-matured, notes issued by Land Bank under the 2010 DMTN Programme and the 2017 DMTN Programme (together the “Noteholders”).


The Buy-Back Offer Invitation is open to existing holders of Buy-Back Offer Notes, as recorded in the register and the records of the CSD, on the
Participation Date (as defined below), only.


Only the following notes are included in the Buy-Back Offer Invitation (the “Buy-Back Offer Notes”):


2010 DMTN Programme

 Bond Code            ISIN                     Contractual Maturity Date          Total Issued Nominal Amount        10% of the aggregate Nominal Amount (ZA
                                                                                                                     R) of the relevant Buy-Back Offer Notes hel
                                                                                  (ZAR)                              d by each Noteholder

 LBK15                ZAG000139890             12 October 2021                                     1 375 000 000                                     137 500 000


2017 DMTN Programme

 Bond Code            ISIN                     Contractual Maturity Date          Total Issued Nominal Amount        10% of the aggregate Nominal Amount (ZA
                                                                                                                     R) of the relevant Buy-Back Offer Notes he
                                                                                  (ZAR)                              ld by each Noteholder

 LBK18                ZAG000142795             22 March 2022                                           733 000 000                                    73 300 000

 LBK23                ZAG000146325             05 September 2022                                       611 000 000                                    61 100 000

 LBK26                ZAG000150327             23 March 2021                                           245 000 000                                    24 500 000
                                                                                     3


 LBK27                ZAG000150335             23 March 2023                   2 020 000 000   202 000 000

 LBK30                ZAG000154196             20 September 2021                306 000 000     30 600 000

 LBK31                ZAG000154204             20 September 2023                920 000 000     92 000 000

 LBK32                ZAG000155243             08 November 2023                 500 000 000     50 000 000

 LBK33                ZAG000155953             07 December 2025                 750 000 000     75 000 000

 LBK35                ZAG000158064             26 March 2024                   1 000 000 000   100 000 000

 LBK37                ZAG000160540             25 June 2024                     800 000 000     80 000 000

 LBK38                ZAG000166240             16 February 2023                 513 251 611     51 325 161

 LBK41                ZAG000167164             16 March 2021                    815 000 000     81 500 000

 LBK28                ZAG000151275             15 May 2028                      925 000 000     92 500 000

 LBK29                ZAG000151853             07 June 2023                     765 000 000     76 500 000

 LBK20                ZAG000144627             08 June 2022                     795 000 000     79 500 000

 LBK24                ZAG000147364             10 October 2024                  805 000 000     80 500 000




The terms and conditions of the Buy-Back Offer Invitation are set out below.
                                                                                           4


Terms and conditions applicable to the Buy-Back Offer Invitation


 Rationale for Buy-Back Offer                                      The initial 5% Part Capital Reduction Repayment was based on the August and
                                                                   September 2020 capital amortisations paid to international funders. Due to the
                                                                   upcoming February and March 2021 capital amortisation payments to the same
                                                                   international funders, Land Bank has decided to increase the 5% amount to 10%
                                                                   and continue such implementation and payment before end February 2021
 Note Purchaser                                                    Land Bank


 Relevant Noteholders                                              The Buy-Back Offer Invitation is directed only at those persons who are the
                                                                   existing holders of the Buy-Back Offer Notes as recorded in the register and the
                                                                   records of the CSD, as at the Participation Date, and must not be acted on or
                                                                   relied upon by any other persons. This Buy-Back Offer Invitation does not
                                                                   constitute an invitation to participate in the Buy-Back 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 Buy-Back Offer Invitation under applicable securities laws.
                                                                   Each holder of Buy-Back Offer Notes participating in the Buy-Back Offer will be
                                                                   deemed to have represented that it is not a person to whom it is unlawful to make
                                                                   a Buy-Back Offer Invitation or for whom it is unlawful to make a Buy-Back Offer
                                                                   under applicable securities laws
 Purchase Price                                                    10% of the aggregate Nominal Amount, of the relevant Buy-Back Offer Notes
                                                                   held by each Noteholder on the Participation Date plus any accrued, but unpaid
                                                                   interest (calculated in accordance with the Terms and Conditions) from the last
                                                                   Interest Payment Date to the Settlement date on such 10% of the total Nominal
                                                                   Amount of the relevant Buy-Back Offer Notes held by each Noteholder on the
                                                                                                           5


                                                                                   Participation Date. To be noted that the Purchase Price will be rounded off to
                                                                                   the nearest Rand (the Purchase Price will not include cents).
Amendment, withdrawal, termination or extension                                    Land Bank, may, in its sole discretion, amend the terms of or extend the duration
                                                                                   of the Buy-Back Offer by further announcement published on SENS, provided
                                                                                   that there shall be no amendment to the Purchase Price. If Land Bank terminates
                                                                                   the Buy-Back Offer, any Buy-Back Offer Notes offered for sale will not be
                                                                                   purchased
To tender your offer, email the duly completed Buy-Back Instruction Form to Land   TenderOffer@landbank.co.za
Bank, with a copy to the relevant CSDP, prior to the Buy-Back Offer Closing Date
                                                                                   Copy to be sent to the relevant CSDP


Buy-Back Offer Process                                                             Buy-Back Offer at Purchase Price


Buy-Back Offer Launch Date for all Buy-Back Offer Notes                            Monday 18 January 2021


Buy-Back Offer Period                                                              At least 15 Business Days from Buy-Back Offer Launch Date per table below


Buy-Back Offer Closing Date and Time                                               12pm on the Buy-Back Offer Closing Date: Refer to table below


Participation Date                                                                 Close of business Friday 15 January 2021


Announcement of the results of the Buy-Back Offer                                  Land Bank will announce, via the SENS news service of the JSE, within 2
                                                                                   Business Days of the Buy-Back Offer Closing Date, the results of the Buy-Back
                                                                                   Offer Invitation.
                                                                                                             6


 Trade Date                                                                         Date on which the relevant trade is booked by both the Note Purchaser and the
                                                                                    Relevant Noteholders which shall constitute the date that Land Bank accepts the
                                                                                    valid Buy-Back Offer by the Noteholders in respect of a particular note


                                                                                    Refer table below for specified dates


 Settlement Date                                                                    Trade Date +3 Business Days


Key Dates relevant to Buy-Back Offer Notes

     Bond Code              Buy-Back Offer Close Date                                     Trade Date                                      Settlement Date
       LBK15                    08 February 2021                                       09 February 2021                                   12 February 2021
       LBK18                    08 February 2021                                       09 February 2021                                   12 February 2021
       LBK23                    09 February 2021                                       10 February 2021                                   15 February 2021
       LBK33                    09 February 2021                                       10 February 2021                                   15 February 2021
       LBK26                    10 February 2021                                       11 February 2021                                   16 February 2021
       LBK27                    11 February 2021                                       12 February 2021                                   17 February 2021
       LBK30                    12 February 2021                                       15 February 2021                                   18 February 2021
       LBK41                    12 February 2021                                       15 February 2021                                   18 February 2021
       LBK31                    15 February 2021                                       16 February 2021                                   19 February 2021
       LBK28                    15 February 2021                                       16 February 2021                                   19 February 2021
       LBK32                    16 February 2021                                       17 February 2021                                   22 February 2021
       LBK29                    16 February 2021                                       17 February 2021                                   22 February 2021
       LBK20                    17 February 2021                                       18 February 2021                                   23 February 2021
       LBK35                    18 February 2021                                       19 February 2021                                   24 February 2021
       LBK24                    18 February 2021                                       19 February 2021                                   24 February 2021
       LBK37                    19 February 2021                                       22 February 2021                                   25 February 2021
       LBK38                    22 February 2021                                       23 February 2021                                   26 February 2021



1.     The Buy-Back Offer Invitation is open to existing holders of Buy-Back Offer Notes, as recorded in the register and the records of the CSD, on the Participation
       Date, only. For the avoidance of doubt, any trades on the Buy-Back Offer Notes done after the Participation Date will not be eligible to participate in this Buy-
       Back Offer.
                                                                                                          7


2.   Noteholders will offer to sell the relevant Buy-Back Offer Notes at the Purchase Price by submission of the duly completed Buy-Back Instruction Form via
     email instruction to Land Bank TenderOffer@landbank.co.za with a copy being sent to the relevant CSDP, and no instruction sent through any other form of
     delivery will be accepted.


3.   Noteholders may not offer to sell more, nor may they offer to sell less than 10% of the Nominal Amount, of the relevant Buy-Back Offer Notes held by each
     Noteholder, and must be held for delivery on the Settlement Date.


4.   Noteholders to take note that the Purchase Price shall not be the market value of the note, the Purchase Price shall be as defined herein.


5.   Noteholders must accept the offer to tender each Buy-Back Offer Note on an ISIN by ISIN basis.


6.   The Purchase Price due to each relevant Noteholder shall be paid to the CSD. Each of the persons shown in the records of the CSD on the Participation Date,
     shall look solely to the CSD for the Purchase Price due to be made by the Issuer to the registered holder of the relevant Buy-Back Offer Notes on the
     Participation Date.


7.   Land Bank will only trade with the relevant Noteholders as recorded in the register and the records of the CSD, on the Participation Date, and only such
     Noteholders shall be entitled to participate in this Buy-Back Offer.


8.   Land Bank shall have no liability to any person for any refusal to accept an offer of Buy-Back Offer Notes for purchase pursuant to the Buy-Back Offer and
     Land Bank is under no obligation to Noteholders to furnish any reason or justification for refusing to accept any such offer. In particular, offers of Buy-Back
     Offer Notes for purchase may be rejected if, the Buy-Back Offer does not comply with the relevant laws or requirements of a particular jurisdiction, or any Buy-
     Back Instruction Form is incomplete or inaccurate, or for any other reason. Land Bank shall release an announcement via the SENS news service of the JSE
     of the results of the Buy-Back Offer within 2 Business Days after Buy-Back Offer Closing Date.
                                                                                                            8


Acceptance and Settlement Process


1.     Only Noteholders that have submitted the duly completed Buy-Back Instruction Form by email to Land Bank and acknowledged by a return email from Land
       Bank by 17h00 on the Buy-Back Offer Closing Date for that particular Note will be considered for acceptance.


2.     Buy-Back Offer Notes accepted for purchase by Land Bank will be traded with the particular Noteholder at the respective Purchase Price on the Trade Date
       for that particular Note.


3.     By close of business on the relevant Trade Date for that particular note, a trade confirmation email will be sent by Land Bank to the relevant Noteholders.


4.     Buy-Back Offer Notes accepted for purchase will settle on the Settlement Date for that particular Note.




Important Information


1.     Land Bank is making this Buy-Back Offer Invitation for Buy-Back Offers at the Purchase Price.


2.     Land Bank undertakes to have sufficient funds available to carry out the Buy-Back Offer and settlement of Buy-Back Offer Notes tendered to and accepted for
       repurchase by Land Bank on the Settlement Date.


3.     Any decision to sell notes in the context of this Buy-Back Offer Invitation, should be made solely on the basis of information contained within this SENS
       announcement and the Buy-Back Instruction Form. For the avoidance of doubt, where any Buy-Back Offer Notes are traded after the Participation Date, the
       purchaser of such traded Buy-Back Offer Notes will not be eligible to participate in this Buy-Back Offer.


4.     Land Bank (and its directors, employees, affiliates and its advisers) does not make any recommendations whatsoever regarding this Buy-Back Offer Invitation
       or the Buy-Back Offer.
                                                                                                            9


The required information necessary to execute an offer in terms of the Buy-Back Offer Invitation are set out in the Buy-Back Instruction Form, sent to the CSD via the
Strate messaging system. The Buy-Back Instruction Form is also available by emailing TenderOffer@landbank.co.za at Land Bank or by contacting the relevant CSDP.


Noteholders who are interested in tendering an offer to sell will need to fully complete the Buy-Back Instruction Form and send via email to Land Bank, with a copy
being sent to the relevant CSDP, before 12h00 on the Buy-Back Offer Closing Date:


To:


        The Land and Agricultural Bank of South Africa


        Attention: GM: Treasury


        Re: Land Bank Buy-Back Offer


        E-mail address: TenderOffer@landbank.co.za


CC:     Relevant CSDP


        Re: Land Bank Buy-Back Offer




No other form of communicating an offer will be accepted.
                                                                                                        10


Enquiries

Land and Agricultural Development Bank of South Africa

Attention: GM: Treasury


Re: Land Bank Buy-Back Offer


E-mail address: TenderOffer@landbank.co.za



Debt Sponsor

The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division (registration number: 1962/000738/06)

Contacts: Ms Natalie Di-Sante

Email: Natalie.di-sante@standardbank.co.za

Tel: +27 (0) 11 721 6125




End
                                                                                                       11


BUY-BACK INSTRUCTION FORM


The Land and Agricultural Development Bank of South Africa (“Land Bank")


RELATING TO THE BUY-BACK OFFER INVITATION TO NOTEHOLDERS TO OFFER TO SELL THE BUY-BACK OFFER NOTES:


Important Information


Please Note:


1.     Words and expressions defined in the SENS announcement of the Issuer dated 11 January 2021 shall bear the same meanings where used in this Buy-Back
       Instruction Form, except where the context requires otherwise or unless otherwise stated.

2.     For a Noteholder to validly tender, Buy-Back Offer Notes, this Buy-Back Instruction Form must be completed in full and sent by email to Land Bank by 12h00
       on the Buy-Back Offer Closing Date to:


       To:     The Land and Agricultural Development Bank of South Africa


               Attention: GM: Treasury


               Re: Land Bank Buy-Back Offer


               E-mail address: TenderOffer@landbank.co.za


       CC:     Relevant CSDP


               Re: Land Bank Buy-Back Offer


3.     Settlement of the Buy-Back Offer Notes accepted for purchase by Land Bank through the Buy-Back Offer will take place on the relevant Settlement Date
       designated in the Buy-Back Offer Invitation for that Buy-Back Offer Note.
                                                                                                           12


Give Instruction as follows


To:


Land Bank


 Name of Issuer                                                                     The Land and Agricultural Bank of South Africa


 E-mail address                                                                     TenderOffer@landbank.co.za


 Attention                                                                          GM: Treasury: Land Bank Buy-Back Offer


 Fund Manager of the Noteholder (if applicable)


 Fund Manager contact person


 Fund Manager email address


 Fund Manager telephone number


 CSDP


 CSDP SCA Number


1.      I/We, being the registered owner of beneficial interests / authorised representative of the holder(s) of the Buy-Back Offer Notes, specified in paragraph 2
        below, as at the Participation Date, hereby:


        1.1.    warrant to the best of my/our knowledge and belief that I/we am/are the registered holder / authorised representative of the beneficial interests, duly
                authorised to act on behalf of the Beneficial Owner, of the Buy-Back Offer Notes specified in paragraph 2 below; and
                                                                                                            13


       1.2.      warrant and undertake that I/we will not sell or otherwise transfer those notes that are offered to Land Bank as part of the Buy-Back Offer process, to
                 anyone other than Land Bank; and


       1.3.      irrevocably elect to tender such Buy-Back Offer Notes on the terms set out in the Buy-Back Offer Invitation per the SENS announcement of the Issuer
                 dated 11 January 2021.


2.     The total Nominal Amount of the Buy-Back Offer Notes, held by each Noteholder, (per fund, if applicable) per ISIN on the Participation Date, to which the Buy-
       Back Instruction applies, is set out below:


 Buy-Back Offer Notes        Beneficial Owner                        SCA Number           Registered Account        Nominal Amount       10% Nominal tendered (ZAR) per
                                                                                          (RA) or Beneficiary                            Beneficial Owner
 (Bond Code or ISIN)                                                                                                (ZAR) at the
                                                                                          Account (BA)
                                                                                                                    Participation        Please note that this amount must
                                                                                                                    Date                 be 10% of the Nominal Amount, of
                                                                                                                                         the relevant Buy-Back Offer Notes
                                                                                                                                         held by each Noteholder on the
                                                                                                                                         Participation Date, included in the
                                                                                                                                         first section of this document


                                                                          2010 DMTN Programme


 [e.g. LBK15 /               [ABC INVESTMENTS LIMITED DEF            [e.g. 800XXXXX]      [e.g. RA:                 [e.g. R8,000,000]    [e.g. R800,000]
 ZAG000139890]               MONEY MARKET BANKER AM]                                      ZA0000XXXXXX]



 [e.g. LBK15 /               [ABC ITF DEF INCOME FUND]               [e.g. 8XX;           [e.g. RA: ABC000XX;       [e.g. R5,000,000]    [e.g. R500,000]
 ZAG000139890]                                                                            BA: 1XXXXXXXXXX]
                                                                                                     14


 [Bond Code/ISIN]          [?]                                  [?]                 [?]                      [?]                 [?]


                                                                      2017 DMTN Programme


 [e.g. LBK22]              [e.g. ABC ITF DEF INCOME             [e.g. 8XX]          [e.g. BA:                [e.g. R2,000,000]   [e.g. R200,000]
                           PORTFOLIO]                                               12XXXXXXX]


 [Bond Code/ISIN]          [?]                                  [?]                 [?]                      [?]                 [?]


Please note:


1.     Payment will only be made to Beneficial Owners accounts already verified with the CSD. No third party payments will be accommodated.


2.     Any Buy-Back Instruction Form not duly completed and delivered to the Land Bank and acknowledged by the Land Bank by email shall be deemed not to
       have been delivered and shall be null and void.
                                                                                            15




For and on behalf of myself/each of the Beneficial Owners set out above


Fund Manager / Beneficial Owner
Name


Signature:
                                    who warrants that he / she is duly authorised thereto

Name of signatory:
Capacity (e.g. Director)
Date:
Place:

Date: 11-01-2021 05:11:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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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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