Sharenet Sites 
Sharenet Sites
BIIIPL - Notification of an Update to the ZAR 25 000 000 000 Asset-Backed Note Programme
iNguza Investments (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2008/003346/06)
Company code: BIIIPL
(“iNguza” or “the Issuer”)
NOTIFICATION OF AN UPDATE TO THE ZAR 25 000 000 000 ASSET-BACKED NOTE PROGRAMME
iNguza has received approval from bondholders and subsequently from the JSE in terms of its
amended ZAR 25 000 000 000 Asset-Backed Note Programme (“the Programme”). A summary of the
changes effected is provided below:
• Amendment to the terms and conditions to cater for amendments to the JSE Debt Listings
Requirements (the “Requirements”), which includes but is not limited to, amendments to cater
for the Part 1A of 2018 amendments to the Requirements and for paragraphs 7.26 and 7.27 of the
Requirements;
• Amendments to cater for changes to Strate Proprietary Limited’s Rules;
• The Investor Considerations section was updated;
• Inclusion of the Issuer Agent concept and related amendments thereto;
• The Programme Summary and Structure sections were updated to include more detail;
• Amendments to the pro forma applicable pricing supplement (“APS”) to cater for amendments to
the Requirements;
• The inclusion of an Asset Allocator as an entity that can be appointed by the Issuer for the purpose
of rendering portfolio management services and related amendments thereto;
• The inclusion of Recovery Notes and related amendments thereto;
• The inclusion of a Material Adverse Effect definition in the Interpretation section;
• The inclusion of the following clauses in the terms and conditions:
- Decisions relating to Underlying Assets: allows the Issuer to seek bondholder approval in
relation to a material decision on an underlying asset;
- Anti-Corruption Laws and Sanctions: confirms that no party to the programme or transaction
documents will contravene any of these laws or sanctions;
- Calculation of Interest: details how interest on the various types of notes will be calculated;
- Additional redemption events being Redemption at the Option of the Issuer, Redemption at
the Option of the Noteholders, Early Whole or Partial Redemption Events and Procedures
relating to a Defaulted Underlying Asset
• The inclusion of additional detail under the Priority of Payments clause in the terms and conditions
• The Description of the Issuer section has been updated;
• The Settlement, Clearing and Transfer of Notes section has been updated;
• The Subscription and Sale of Notes section has been updated;
• The South African Tax Considerations section has been updated;
• The South Africa Exchange Control Considerations section has been updated;
• The General Information section has been updated;
• The Corporate Information section has been updated;
• Definitions were removed or inserted to give effect to all the above-mentioned amendments; and
• Other technical changes.
The updated programme is available for inspection at the registered office of the Issuer and has been
made available for inspection on the Arranger’s website at https://www.rmb.co.za/conduits/inguza .
The updated programme memorandum is also available for inspection on the JSE Limited’s website
at www.jse.co.za.
4 March 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 04/03/2019 10:15:00 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.
