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INVESTEC BANK MAURITIUS LIMITED - Notification of amendments to the applicable Pricing Supplement of the IMRP1 Redeemable Unsecured Listed Programme

Release Date: 23/08/2021 16:45
Code(s): IMRP1     PDF:  
Wrap Text
Notification of amendments to the applicable Pricing Supplement of the IMRP1 Redeemable Unsecured Listed Programme

 Investec Bank (Mauritius) Limited
 Incorporated in the Republic of Mauritius
 Company Registration number 8752/3362
 Business Registration number C09008752
 JSE Share Code: IMRP1
 JSE Issuer Share Code: IVES
 ISIN: MU0455S00008
 (IBM or the Bank)


NOTIFICATION OF AMENDMENTS TO THE APPLICABLE PRICING SUPPLEMENT OF THE IMRP1
REDEEMABLE UNSECURED LISTED PROGRAMME PREFERENCE SHARES ISSUED BY
INVESTEC BANK (MAURITIUS) LIMITED

Pursuant to paragraph 6.56(b)(iv) of the Debt Listings Requirements, notice was given to Programme
Preference Shareholders of the IMRP1 Preference Shares in relation to the amendments to the IMRP1
applicable pricing supplement, under its ZAR6,000,000,000 Medium Term Note and Preference Share
Programme Memorandum.


The proposed amendments to the terms of the Preference Shares are as follows:

(i)     the deletion of clause 24 of the Applicable Pricing Supplement and the insertion of a new
        clause 24 as follows:

        “24.   Final Redemption Date:                  31 August 2026 subject to adjustment in
                                                       accordance with the Modified Following
                                                       Business Day Convention”

(ii)    the deletion of clause 28 of the Applicable Pricing Supplement and the insertion of a new
        clause 28 as follows:

        “28.    Ex Date(s):                            3 (three) Business Days prior to a Record
                                                       Date”

(iii)   the deletion of clause 36(a) and the insertion of a new clause 36(a) as follows:

        “36(a) Dividend Rate(s):                       On the Amendment Date the current Dividend
                                                       Rate shall reset and be 3 month EURIBOR
                                                       (as defined in item 64 below) or the
                                                       Replacement Benchmark Rate (as defined in
                                                       item 64 below), plus the Margin.”

(iv)    the deletion of clause 36(b) of the Applicable Pricing Supplement and the insertion of a new
        clause 36(b) as follows:

        “36(b) Dividend Payment Date(s):               the last calendar day of February, May,
                                                       August and November and the Applicable
                                                       Redemption Date, subject to adjustment in
                                                       accordance with the Modified Following
                                                       Business Day Convention, provided that the
                                                       first Dividend Payment Date following the
                                                       Amendment Date shall be the Dividend
                                                       Payment Date that falls in November 2021.
                                                        Each dividend shall be declared on the
                                                        applicable Dividend Declaration Date”

(v)     the deletion of clause 38 of the Applicable Pricing Supplement and the insertion of a new
        clause 38 as follows:

        “38     Margin:                                 1.20% until the Repricing Date (as defined
                                                        below) and thereafter 1.20% or the Adjusted
                                                        Margin (as defined below) as applicable.”

(vi)    the deletion of the definition of “Dividend Declaration Date” in clause 64 of the Applicable
        Pricing Supplement and the insertion of a new definition as follows:

        “Dividend Declaration Date” the date that is 13 Business Days prior to the applicable Record
                                                       Date;”

(vii)    the insertion of additional definitions and terms and conditions in clause 64 of the Applicable
         Pricing Supplement as follows:

“Amendment Date” means 27 August 2021.”

“Benchmark Rate Replacement Event” means, the occurrence of the following:
a.    the methodology, formula or other means of determining EURIBOR has, in the opinion of the
      Calculation Agent, materially changed; or

b.      in the reasonable opinion of the Calculation Agent, acting in good faith, EURIBOR is no longer
        appropriate for the purposes of calculating the Dividend Rate under the Programme
        Preference Shares after taking account of the effect of the replacement (or proposed
        replacement) or the discontinuance (or proposed discontinuance) of EURIBOR.

“Hedging Costs” means any costs associated with any transaction or trading position entered into
or held by the Programme Preference Shareholder to hedge, directly or indirectly, the Programme
Preference Shareholder’s returns (whether in whole or in part) in respect of the Programme
Preference Shares.

“Replacement Benchmark Rate” means the benchmark rate determined by the Calculation Agent,
acting reasonably and in good faith, to be an appropriate successor to EURIBOR.

“Repricing Date” means 31 May 2024”

Change in the Hedging Costs:
On the Repricing Date a Programme Preference Shareholder that holds all the Programme
Preference Shares in issue shall determine whether a change in its Hedging Costs have occurred.
Should a change in the Hedging Costs have occurred, then such Programme Preference Shareholder
shall deliver a notice (“the Change in Hedging Cost Notice”) to the Issuer and state the change in
the Margin (“Adjusted Margin”), calculated upwards or downwards to place the Programme
Preference Shareholder in the same economic position in respect of the Programme Preference
Shares as it would have been had the change in Hedging Costs not occurred.
A certificate by a manager of the Programme Preference Shareholder shall accompany the Change
in Hedging Cost Notice, which certificate shall, in the absence of manifest error, be prima facie proof
of the Adjusted Margin required, and the date from which the Adjusted Margin is required to take
effect, in order to place the Programme Preference Shareholder in the same economic position as if
would have been had the change in Hedging Costs not occurred.

The Issuer shall then be entitled to elect to:
•      pay the Adjusted Margin to the Programme Preference Shareholder from the date stipulated
       in the abovementioned certificate; or

•       on not less than 10 (ten) days’ revocable written notice to the Programme Preference
        Shareholder, redeem the Programme Preference Shares held by the Programme Preference
        Shareholder in full at the Early Redemption Amount (in which instance any Scheduled
        Preference Dividends shall not take into account the Adjusted Margin).

EURIBOR replacement:
On or after the occurrence of a Benchmark Rate Replacement Event, the Dividend Rate shall be the
Replacement Benchmark Rate once determined by the Calculation Agent and announced via SENS.

The applicable Record Date for the issuance of this Notice was 20 August 2021.

Programme Preference Shareholders that hold beneficial interests in the Programme Preference
Shares must lodge a copy of the Programme Preference Shareholder Resolution with the Central
Securities Depository Participant that provided them with the Notice and the Programme Preference
Shareholder Resolution.

A copy of the Programme Preference Shareholder Resolution must also be emailed to Investec Bank
Limited to Rooksana.Saleh@investec.co.za not later than 17h00 on 24 August 2021.

The results of written extraordinary resolution will be released on SENS within 48 hours after the
required approval percentage is obtained.


By order of the board


P Jeewooth
Company Secretary
Investec Bank (Mauritius) Limited


23 August 2021


Sponsor:
Investec Bank Limited

Date: 23-08-2021 04:45:00
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