TIDM31HB
RNS Number : 9318C
African Bank New
01 July 2016
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON
(AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT")) OR ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS NOTICE.
1 July 2016
African Bank Limited
(the "Bank")
(Registration Number 2014/176899/06)
(incorporated with limited liability in the Republic of South
Africa)
ANNOUNCES THE LAUNCH OF A TER OFFER TO THE QUALIFYING HOLDERS OF
THE FOLLOWING NOTES ISSUED BY THE BANK TO TER (I) ANY AND ALL OF
THE FIRST PRIORITY NOTES FOR PURCHASE FOR CASH AND (II) THE SECOND
PRIORITY NOTES FOR PURCHASE FOR CASH UP TO AN AGGREGATE TER
CONSIDERATION FOR THE SECOND PRIORITY NOTES OF U.S.$500,000,000
(THE "MAXIMUM TER CONSIDERATION") LESS THE AGGREGATE TER
CONSIDERATION (CONVERTED (IN THE CASE OF THE CHF NOTES) INTO THE
USD EQUIVALENT OF SUCH AGGREGATE TER CONSIDERATION USING THE
CHF/USD EXCHANGE RATE) PAID FOR THE FIRST PRIORITY NOTES ACCEPTED
FOR PURCHASE BY THE BANK SUBJECT TO THE BANK'S RIGHT IN ITS SOLE
AND ABSOLUTE DISCRETION TO INCREASE OR DECREASE SUCH AMOUNT (WHICH
INCREASE OR DECREASE MAY BE SIGNIFICANT), IN EACH CASE ON THE TERMS
AND SUBJECT TO THE CONDITIONS SET OUT IN FULL IN THE TER OFFER
MEMORANDUM.
Order Notes ISIN Outstanding Minimum Tender Tender Price Maximum
of Priority Principal Price Tender
Amount Consideration
------------- ---------------- ------------- ---------------- ---------------- ---------------- ----------------
First
Priority
Notes
------------- ---------------- ------------- ---------------- ---------------- ---------------- ----------------
1 CHF 140,000,000 CH0310140600 CHF 136,848,000 Not Applicable 94.50 per cent. Not Applicable
5.0 per
cent.
Notes
due April
2022
(the
"CHF
2022
Notes")
------------- ---------------- ------------- ---------------- ---------------- ---------------- ----------------
1 CHF 84,000,000 CH0310140584 CHF 81,972,000 Not Applicable 97.50 per cent.
5.50
per cent.
Notes
due June
2021
(the
"CHF
2021
Notes")
------------- ---------------- ------------- ---------------- ---------------- ---------------- ----------------
1 CHF 100,000,000 CH0310140568 CHF 93,032,000 Not Applicable 94.00 per cent.
4.0 per
cent.
Notes
due July
2020
(the
"CHF
2020
Notes")
------------- ---------------- ------------- ---------------- ---------------- ----------------
1 CHF 120,000,000 CH0310140543 CHF 119,860,000 Not Applicable 98.50 per cent.
4.750
per cent.
Notes
due March
2019
(the
"CHF
2019
Notes")
------------- ---------------- ------------- ---------------- ---------------- ----------------
1 U.S.$25,600,000 XS1390060207 U.S.$25,600,000 Not Applicable 90.50 per cent.
2.4 per
cent.
Fixed
Rate
Notes
due November
2018
(the
"USD
2018
Notes")
------------- ---------------- ------------- ---------------- ---------------- ---------------- ----------------
Second
Priority
Notes
------------- ---------------- ------------- ---------------- ---------------- ---------------- ----------------
2 U.S.$280,000,00 XS1390060546 U.S.$270,732,00 97.00 per cent. To be U.S.$500,000,00
0 0 determined as 0*
8.125 set out in the less
per cent. Tender Offer the First
Notes Memorandum Priority
due October pursuant to a Notes
2020 modified Dutch Tender
(the auction Consideration
"USD
October
2020
Notes")
------------- ---------------- ------------- ---------------- ---------------- ---------------- ----------------
2 U.S.$280,000,00 XS1390059969 U.S.$252,647,20 92.00 per cent.
0 0
6.000
per cent.
Notes
due February
2020
(the
"USD
February
2020
Notes")
------------- ---------------- ------------- ---------------- ---------------- ---------------- ----------------
* subject to the Bank's right in its sole and absolute
discretion to increase or decrease such amount (which increase or
decrease may be significant).
This notice must be read in conjunction with the tender offer
memorandum dated 1 July 2016 (the "Tender Offer Memorandum") which
has been prepared by the Bank in relation to the Tender Offer.
Capitalised terms used in this notice and not otherwise defined
herein shall have the meanings ascribed to them in the Tender Offer
Memorandum. This notice and the Tender Offer Memorandum contain
important information which should be read carefully before any
decision is made with respect to the Tender Offer. If you are in
any doubt as to the action you should take, you are recommended to
seek your own financial advice immediately from your stockbroker,
bank manager, legal advisor, accountant, custodian or other
appropriately authorised independent financial advisor. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if they wish to participate in the Tender
Offer. The distribution of this notice in certain jurisdictions (in
particular the United States, the United Kingdom, France, Italy,
Belgium, South Africa and Switzerland) is restricted by law (see
"Tender Offer Restrictions" below). Persons into whose possession
this document comes are required to inform themselves about, and to
observe, any such restrictions.
Introduction to and Rationale for the Tender Offer
On the terms and subject to the conditions contained in the
Tender Offer Memorandum, the Bank invites Qualifying Holders
(subject to the offer restrictions contained in the Tender Offer
Memorandum) to tender (i) any and all of the First Priority Notes
for purchase for cash and (ii) the Second Priority Notes for
purchase for cash up to an aggregate Tender Consideration paid for
the Second Priority Notes of U.S$500,000,000 (the "Maximum Tender
Consideration") less the aggregate Tender Consideration (converted
(in the case of the CHF Notes) into the USD equivalent of such
aggregate Tender Consideration using the CHF/USD Exchange Rate)
paid for the First Priority Notes accepted for purchase by the Bank
subject to the Bank's right in its sole and absolute discretion to
increase or decrease such amount (which increase or decrease may be
significant), in each case on the terms and subject to the
conditions set out in full in the Tender Offer Memorandum.
The Bank will announce as soon as reasonably practicable on 14
July 2016 whether in respect of each Series, the Bank will accept
valid offers of Notes for purchase and, if so accepted, (i) in
respect of the Second Priority Notes only, the relevant Tender
Price for the Notes of such Series of Second Priority Notes
accepted for purchase, (ii) the final aggregate principal amount of
Notes of each Series accepted for purchase, (iii) the relevant
pro-ration (if any) for any applicable Series of Second Priority
Notes, (iv) the aggregate principal amount of Notes of each Series
that will remain outstanding after the Settlement Date and (v) the
Accrued Interest in respect of each Series. The Bank is under no
obligation to accept any offers to complete the Tender Offer until
the announcement of the results of the Tender Offer.
In the event that Offers to Sell are received by the Tender and
Information Agent in respect of an aggregate principal amount of
Second Priority Notes in respect of a Series which is greater than
the final aggregate principal amount of Notes of such Series
accepted for purchase, a pro-rata reduction may be applied to such
Offers to Sell, subject to the terms and conditions of the Tender
Offer.
The rationale of the Tender Offer for the Bank is to reduce its
interest expense (and thus improve earnings) whilst maintaining a
strong liquidity and regulatory capital position.
The Bank may decide to purchase none of the Notes tendered. The
Bank may decide, in its sole and absolute discretion, to purchase
none of the First Priority Notes tendered and/or none of the Second
Priority Notes tendered.
The Bank reserves the right to reject or accept any Notes
offered pursuant to the Tender Offer in its sole and absolute
discretion. Until the Bank announces the final aggregate principal
amount of the Notes accepted for purchase, no assurance can be
given that any Notes validly tendered for purchase pursuant to the
Tender Offer will be accepted. The acceptance of any Notes validly
tendered for purchase is at the absolute discretion of the Bank and
the Bank reserves the absolute right not to accept any Notes
validly tendered pursuant to the Tender Offer.
Any Notes purchased by the Bank pursuant to the Tender Offer
will be cancelled and will not be reissued or resold. Notes which
have not been validly submitted and accepted for tender pursuant to
the Tender Offer will remain outstanding.
Terms of the Tender Offer
(a) The amount payable by the Bank to each Qualifying Holder for
the Notes of a Series validly tendered and accepted by it for
purchase pursuant to the Tender Offer (rounded to the nearest CHF
0.01, with CHF 0.005 being rounded upwards, in the case of CHF
Notes and rounded to the nearest U.S.$0.01, with U.S.$0.005 being
rounded upwards, in the case of USD Notes) will be equal to an
amount in cash equal to the product of (i) the aggregate principal
amount of such Notes validly tendered and accepted for purchase and
(ii) the relevant Tender Price. The Bank will also pay or procure
the payment of the relevant Accrued Interest Amount for the Notes
of such Series accepted for purchase.
(b) The Settlement Date is expected to be on 21 July 2016, on
which date the Bank will pay the relevant Tender Consideration and
Accrued Interest Amount to each Qualifying Holder who has validly
tendered for purchase Notes under the Tender Offer and whose
tenders have been accepted.
(c) The Bank may reject tenders of Notes for purchase that it
considers, in its sole discretion, not to have been validly made
and the Bank is under no obligation to any Qualifying Holders to
provide any reason or justification for refusing to accept any such
tender of Notes for purchase.
Order of Priority
Notes will be accepted for purchase in accordance with the Order
of Priority (with any and all valid Offers to Sell in respect of
the First Priority Notes being accepted first, subject to the
discretion of the Bank not to accept any Notes tendered). See the
front cover of this notice and the Tender Offer Memorandum for
details of the Order of Priority.
First Priority Notes
If the Bank accepts any validly tendered First Priority Notes
for purchase then all First Priority Notes validly tendered will be
accepted for purchase in full.
Second Priority Notes
The Bank will only accept an aggregate principal amount of
Second Priority Notes validly tendered such that the Second
Priority Notes Tender Consideration does not exceed the Maximum
Second Priority Notes Tender Consideration. If acceptance of all of
the Second Priority Notes validly tendered in the Tender Offer
would result in the Second Priority Notes Tender Consideration
exceeding the Maximum Second Priority Notes Tender Consideration,
then the Bank will determine the allocation of the Maximum Second
Priority Notes Tender Consideration in its sole and absolute
discretion, and reserves the right to accept significantly more or
less (or none) of the Second Priority Notes of one Series (subject
to pro-ration within any such Series, if applicable) as compared to
the other Series of Second Priority Notes, such that the Second
Priority Notes Tender Consideration does not exceed the Maximum
Second Priority Notes Tender Consideration.
Tender Price for First Priority Notes
With respect to the First Priority Notes, the Tender Price
offered by the Bank for the relevant First Priority Notes validly
submitted for tender and accepted for purchase is set out under the
heading "Tender Price" in the table on the first page of this
notice.
Tender Price for Second Priority Notes
(a) The Tender Price offered by the Bank for the relevant Second
Priority Notes validly submitted for tender and accepted for
purchase will be expressed as (i) in the case of the USD October
2020 Notes, a percentage of the principal amount of the relevant
USD October 2020 Notes (which will be equal to, or in an increment
of 0.125 per cent. above, the USD October 2020 Notes Minimum Tender
Price) and (ii) in the case of the USD February 2020 Notes, a
percentage of the principal amount of the relevant USD February
2020 Notes (which will be equal to, or in an increment of 0.125 per
cent. above, the USD February 2020 Notes Minimum Tender Price).
(b) Each such Tender Price shall be determined pursuant to a
modified Dutch auction procedure, as further described below and in
the Tender Offer Memorandum.
Modified Dutch Auction Procedure
Under the modified Dutch auction procedure, the Bank will
determine, in its sole discretion, following expiration of the
Tender Offer:
(a) in the case of the USD October 2020 Notes (a) the aggregate
principal amount of USD October 2020 Notes (if any) that it will
accept for purchase pursuant to the Tender Offer and (b) the Tender
Price (expressed as a percentage of the principal amount of the
relevant USD October 2020 Notes equal to, or in an increment of
0.125 per cent. above, the USD October 2020 Notes Minimum Tender
Price) in respect of the USD October 2020 Notes, which shall be not
less than 97.00 per cent. of the principal amount of the relevant
USD October 2020 Notes (the "USD October 2020 Notes Minimum Tender
Price"); and
(b) in the case of the USD February 2020 Notes, (a) the
aggregate principal amount of USD February 2020 Notes (if any) that
it will accept for purchase pursuant to the Tender Offer and (b)
the Tender Price (expressed as a percentage of the principal amount
of the relevant USD February 2020 Notes equal to, or in an
increment of 0.125 per cent. above, the USD February 2020 Notes
Minimum Tender Price) in respect of the USD February 2020 Notes,
which shall be not less than 92.00 per cent. of the principal
amount of the relevant USD February 2020 Notes (the "USD February
2020 Notes Minimum Tender Price"),
in each case, taking into account the principal amount of USD
October 2020 Notes or USD February 2020 Notes (as applicable) so
tendered and the purchase prices specified (or deemed to be
specified, as set out below and in the Tender Offer Memorandum) by
tendering Qualifying Holders.
The Tender Price for the USD October 2020 Notes will represent
the lowest price that will enable the Bank to purchase an aggregate
principal amount of USD October 2020 Notes which equals the USD
October 2020 Notes Amount.
The Tender Price for the USD February 2020 Notes will represent
the lowest price that will enable the Bank to purchase an aggregate
principal amount of USD February 2020 Notes which equals the USD
February 2020 Notes Amount.
"Non-competitive" and "Competitive" Electronic Instruction
Notices in respect of the USD October 2020 Notes Offer and USD
February 2020 Notes Offer
Electronic Instruction Notices from Qualifying Holders wishing
to participate in the Tender Offer in respect of the USD October
2020 Notes and/or the USD February 2020 Notes may be submitted on a
"non-competitive" or a "competitive" basis as follows:
-- a Non-Competitive Electronic Instruction Notice is an
Electronic Instruction Notice that either (i) does not specify a
purchase price for the relevant Second Priority Notes or (ii)
specifies a purchase price equal to or lower than the USD October
2020 Notes Minimum Tender Price or the USD February 2020 Notes
Minimum Tender Price (as applicable). Each Non-Competitive
Electronic Instruction Notice, whether falling within (i) or (ii)
above, will be deemed to have specified the applicable Minimum
Tender Price for the relevant Second Priority Notes; and
-- a Competitive Electronic Instruction Notice is an Electronic
Instruction Notice that specifies a purchase price for the relevant
Second Priority Notes of more than the applicable Minimum Tender
Price. Purchase prices may only be specified in increments of 0.125
per cent. above the applicable Minimum Tender Price.
If a Competitive Electronic Instruction Notice specifies a
purchase price that is not a whole increment of 0.125 per cent.
above the applicable Minimum Tender Price, such purchase price will
be rounded down to the nearest 0.125 per cent. increment for the
purpose of the modified Dutch auction.
Any Electronic Instruction Notice relating to the Second
Priority Notes which specifies a purchase price equal to or less
than the relevant Minimum Tender Price for the relevant Second
Priority Notes will be deemed to be a Non-Competitive Electronic
Instruction Notice.
Once the Bank has determined the single clearing Tender Price
for the USD October 2020 Notes or the USD February 2020 Notes, it
will not accept for purchase any Second Priority Notes of the
relevant Series tendered at purchase prices greater than the
relevant Tender Price. Accordingly, if the Bank determines that the
single clearing Tender Price for the USD October 2020 Notes or the
USD February 2020 Notes, as applicable, will be the relevant
Minimum Tender Price, no Notes of the relevant Series tendered
pursuant to Competitive Electronic Instruction Notices will be
accepted for purchase.
Accrued Interest Amount
On the Settlement Date, the Bank will pay or procure the payment
of the relevant Accrued Interest Amount to each Qualifying Holder
who has validly tendered their Notes for purchase (and whose Offer
to Sell has been accepted) pursuant to the Tender Offer.
Pro-rating of Offers to Sell in respect of the Second Priority
Notes
(a) In respect of the Second Priority Notes only, if the
aggregate principal amount of Second Priority Notes of a Series
validly tendered for purchase is greater than the Second Priority
Notes Amount for such Series, the Bank may accept for purchase
Second Priority Notes of such Series on a pro-rata basis, as set
out below.
(b) Once the Bank has determined the Tender Price for a Series
of Second Priority Notes, the Bank will accept Offers to Sell of
Second Priority Notes of such Series in the following order:
(i) all valid Offers to Sell submitted by way of Non-Competitive
Electronic Instruction Notices for such Series will be accepted
first, subject to possible pro-ration in the event that such Offers
to Sell of Second Priority Notes have been made in a greater
principal amount than the relevant Second Priority Notes
Amount;
(ii) all valid Offers to Sell submitted by way of Competitive
Electronic Instruction Notices for such Series that specify a
purchase price less than the relevant Tender Price will be accepted
second in full; and
(iii) all valid Offers to Sell submitted by way of Competitive
Electronic Instruction Notices for such Series that specify a
purchase price equal to the relevant Tender Price will be accepted
third, subject to possible pro-ration in the event that such Offers
to Sell, when aggregated with all tenders of Second Priority Notes
referred to above and accepted for purchase, results in a greater
principal amount than the relevant Second Priority Notes
Amount.
(c) Where pro-ration is necessary, such pro-rata allocations
will be calculated by multiplying the aggregate principal amount of
Second Priority Notes of such Series subject to pro-ration by a
factor equal to (i) the relevant Second Priority Notes Amount less
the aggregate principal amount of Second Priority Notes for such
Series accepted for purchase not subject to pro-ration, divided by
(ii) the aggregate principal amount of the Second Priority Notes
for such Series that have been validly tendered and are subject to
pro-ration. Each Offer to Sell will be rounded down to the nearest
U.S.$100 in principal amount. For the avoidance of doubt, a
different pro-ration factor may be applied to each Series of Second
Priority Notes.
(d) In the event of any such pro-ration, the Bank will only
accept Offers to Sell subject to pro-ration to the extent such
pro-ration will not result in the relevant Qualifying Holder
transferring Notes to the Bank in an aggregate principal amount
outstanding of less than the applicable Minimum Denomination.
Settlement
(a) The Settlement Date for the Tender Offer is expected to be
on 21 July 2016. All sales pursuant to the Tender Offer will settle
through the normal procedures of Euroclear, Clearstream and SIS. On
the Settlement Date, the Bank shall pay or procure the payment to
each Qualifying Holder which has validly submitted an Offer to Sell
which is received by the Tender and Information Agent by the
Expiration Time, of an amount in cash equal to the relevant Tender
Consideration and Accrued Interest Amount in respect of the Notes
so tendered and delivered by such Qualifying Holder and accepted
for purchase by the Bank.
(b) Payment of the relevant Tender Consideration and Accrued
Interest Amount will be made on the Settlement Date by the relevant
Clearing Systems to Direct Participants for the Noteholders through
Euroclear, Clearstream and SIS, as the case may be. Payment of the
relevant Tender Consideration and Accrued Interest Amount, by or on
behalf of the Bank to the relevant Clearing System, shall fully and
finally discharge its obligations to the Qualifying Holders in
respect of the Notes validly tendered and delivered and accepted
for purchase by the Bank pursuant to the Tender Offer. Under no
circumstances will any additional interest be payable by the Bank
to a Qualifying Holder due to any delay in the transmission of
funds from the relevant Clearing System or any other intermediary
with respect to such Notes of that Qualifying Holder.
Amendment, Withdrawal, Termination or Extension
Subject as provided in the Tender Offer Memorandum, the Bank,
may, in its sole discretion, (i) amend the terms of or extend the
duration of the Tender Offer; or (ii) terminate or withdraw the
Tender Offer at any time prior to the announcement by the Bank of
whether it accepts any Notes for purchase.
If the Bank terminates the Tender Offer, any Notes offered for
sale will not be purchased.
Electronic Instruction Notices will be irrevocable except in the
limited circumstances in which withdrawal is specifically permitted
in accordance with the terms of the Tender Offer Memorandum.
Key Dates
Please note the following important dates and times relating to
the Tender Offer. Each is indicative only and is subject to change
as a result of any amendment, withdrawal, termination or extension
as set out in this notice and in the Tender Offer Memorandum:
Events Times and Dates
Launch of the Tender Offer ...................................................... 1 July 2016
Notice of the Tender Offer distributed
via the Clearing Systems and published
by way of announcement via the
RNS, the SENS and the SIX Swiss
Exchange and on a Notifying News
Service. Tender Offer Memorandum
made available to Qualifying Holders
(upon request).
Beginning of Tender Offer Period.
Expiration Time ...................................................................... 4:00 p.m. (London
Deadline for receipt of all Electronic time) on 13
Instruction Notices by the Tender July 2016
and Information Agent.
Qualifying Holders should note
that Electronic Instruction Notices
must be submitted in accordance
with the deadlines of the relevant
Clearing System.
End of Tender Offer Period.
Announcement of the results of As soon as
the Tender Offer ......................... reasonably
Provided the Bank has not elected practicable
to withdraw, amend, extend or terminate on 14 July
the Tender Offer in accordance 2016
with the Tender Offer Memorandum,
announcement of whether, in respect
of each Series, the Bank will accept
valid offers of Notes for purchase,
and, if so accepted (i) in respect
of the Second Priority Notes only,
the relevant Tender Price for the
Notes of such Series of Second
Priority Notes accepted for purchase,
(ii) the final aggregate principal
amount of Notes of each Series
accepted for purchase, (iii) the
relevant pro-ration (if any) for
any Series of the Second Priority
Notes, (iv) the aggregate principal
amount of Notes of each Series
that will remain outstanding after
the Settlement Date and (v) the
Accrued Interest in respect of
each Series.
Announcement to be submitted to
the Clearing Systems and published
by way of announcement on a Notifying
News Service and via the RNS, the
SENS and the SIX Swiss Exchange.
Settlement Date ........................................................................
Settlement of the Tender Offer Expected to
and payment of the Tender Consideration take place
and the Accrued Interest Amount on 21 July
in respect of Notes accepted for 2016
purchase.
Qualifying Holders are advised to check with
the bank, securities broker, custodian or other
intermediary through which they hold their Notes
whether such intermediary would require receiving
instructions to participate in, or (where permitted)
withdraw their instruction to participate in,
the Tender Offer prior to the deadlines set
out above. The deadlines set by each Clearing
System for the submission of Electronic Instruction
Notices will be earlier than the relevant deadlines
above, in which case Qualifying Holders should
follow those earlier deadlines.
Significant delays may be experienced where
notices are delivered through the Clearing Systems
and Qualifying Holders are urged to contact
the Tender and Information Agent at the telephone
number specified below for the relevant announcements
during the Tender Offer Period.
Further Information
Electronic Instruction Notices must be submitted in respect of a
minimum principal amount of (i) CHF 4,000 (and integral multiples
thereof) with respect to the CHF 2022 Notes, the CHF 2021 Notes,
the CHF 2020 Notes and the CHF 2019 Notes, (ii) U.S.$160,000 (and
integral multiples of U.S.$100 thereafter) with respect to the USD
October 2020 Notes and the USD February 2020 Notes and (iii)
U.S.$160,000 (and integral multiples thereof) with respect to the
USD 2018 Notes. Electronic Instruction Notices submitted in
denominations other than the above will not be eligible for
participation in the Tender Offer.
A separate Offer to Sell must be completed on behalf of each
beneficial owner and in respect of each Series.
Qualifying Holders are advised to read carefully the Tender
Offer Memorandum for full details of and information on the
procedures for participating in the Tender Offer.
Any charges, costs and expenses incurred by a Qualifying Holder
or charged by a Qualifying Holder's intermediary or other Direct
Participant who holds Notes or an interest in Notes on behalf of
another person in connection with the Tender Offer shall be borne
by such Qualifying Holder.
The Dealer Managers do not take responsibility for the contents
of this notice and the Tender Offer Memorandum. This notice and the
Tender Offer Memorandum do not constitute a recommendation by the
Bank, the Dealer Managers, the Tender and Information Agent or any
of their respective directors or employees to Qualifying Holders to
tender Notes. None of the Bank, the Dealer Managers, the Tender and
Information Agent or any of their respective directors or employees
has authorised any third party to make any such recommendation.
Qualifying Holders should thoroughly examine the information
contained in the Tender Offer Memorandum, in particular, the risk
factors described in the Tender Offer Memorandum, consult with
their personal legal, tax and investment advisors and make an
independent decision whether to tender any Note held by them to the
Bank on the basis of the Tender Offer.
For more information regarding the terms and conditions of the
Tender Offer, in particular the determination of the Tender Price,
please refer to the Tender Offer Memorandum.
Questions and requests for documents or assistance in relation
to the procedures relating to participation in the Tender Offer may
be addressed to the Dealer Managers or the Tender and Information
Agent, the contact details of which are provided below.
Contact Information
The Dealer Managers of the Tender Offer are:
DEALER MANAGERS
Goldman Sachs International Rand Merchant Bank, a
Peterborough Court division of FirstRand
133 Fleet Street Bank Limited (London
London EC4A 2BB Branch)
United Kingdom 2 - 6 Austin Friars
Attn: Liability Management London EC2N 2HD
Group United Kingdom
Tel: +44 (0) 207 774 Attn: Martin Richardson
9862 Tel: +44 (0) 207 939
Email: liabilitymanagement.eu@gs.com 1731
Email: Martin.Richardson@rmb.co.uk
The Tender and Information Agent for the Tender Offer will
be:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn: Sunjeeve Patel / Paul Kamminga
Tel: +44 20 7704 0880
Email: africanbank@lucid-is.com
Bank contact:
African Bank Limited
59, 16th Road
Midrand, 1685
South Africa
Copies of the Tender Offer Memorandum are available upon request
addressed to the Tender and Information Agent.
Prior to making a decision as to whether to participate in the
Tender Offer, Qualifying Holders should carefully consider all of
the information in the Tender Offer Memorandum.
TER OFFER RESTRICTIONS
This notice does not constitute an invitation to participate in
the Tender 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
invitation under applicable securities laws. The distribution of
this notice or the Tender Offer Memorandum in certain jurisdictions
may be restricted by law. Persons into whose possession this notice
comes are required by each of the Bank, the Dealer Managers and the
Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.
United States
The Tender Offer is not being made and will not be made directly
or indirectly in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, email and other forms of electronic
transmission) of interstate or foreign commerce of, or any facility
of a national securities exchange of, or to owners of Notes who are
located in the United States or to U.S. Persons as defined in
Regulation S of the U.S. Securities Act of 1933, as amended (the
"Securities Act") (each a "U.S. Person") and the Notes may not be
tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States, by
persons located or resident in the United States or by U.S.
Persons. Accordingly, copies of the Tender Offer Memorandum, this
notice and any documents or materials related to the Tender Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees, trustees) in or into the
United States or to any persons located or resident in the United
States or to U.S. Persons. Any purported offer to sell in response
to the Tender Offer resulting directly or indirectly from a
violation of these restrictions will be invalid, and Offers to Sell
made by a person located or resident in the United States or any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States or any U.S. Person will not be
accepted.
For the purposes of the above paragraph, "United States" means
the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
United Kingdom
The communication of this notice, the Tender Offer Memorandum
and any other offer material relating to the Tender Offer is not
being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons who are existing
members or creditors of the Bank or other persons within Article 43
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) to any other persons to whom these
documents and/or materials may lawfully be communicated (together
being referred to as "relevant persons"), and must not be acted on
or relied upon by persons other than relevant persons. Any
investment activity referred to in this announcement is available
only to relevant persons and will be engaged in only with relevant
persons.
Switzerland
Neither this notice nor the Tender Offer Memorandum nor any
other offering or marketing material relating to the Tender Offer
constitutes a prospectus as such term is understood pursuant to
article 652a or article 1156 of the Swiss Federal code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange Ltd. Accordingly, the
investor protection rules otherwise applicable to investors in
Switzerland do not apply to the Tender Offer. If in doubt,
investors based in Switzerland are recommended to contact their
legal, financial or tax adviser with respect to the Tender
Offer.
France
The Tender Offer is not being made, directly or indirectly, to
the public in the Republic of France. This notice, the Tender Offer
Memorandum and any other offering material relating to the Tender
Offer may not be distributed or caused to be distributed to the
public in the Republic of France and only (a) persons providing
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour le compte de
tiers), and/or (b) qualified investors (investisseurs qualifiés),
acting for their own account, as defined in and in accordance with
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire
et financier, are eligible to participate in the Tender Offer.
Neither this notice, the Tender Offer Memorandum, nor any other
such offering material has been submitted for clearance to the
Autorité des marchés financiers.
Italy
Neither this notice, the Tender Offer, the Tender Offer
Memorandum nor any other documents or materials relating to the
Tender Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.
The Tender Offer is only being carried out in Italy ("Italy") as
an exempted offer under article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and Article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended.
Any Noteholder or beneficial owner of the Notes located in the
Republic of Italy may tender their Notes for purchase in the Tender
Offer through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of 1 September, 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer.
Belgium
The following offer restriction applies in respect of the CHF
Notes only.
Neither this notice, the Tender Offer Memorandum nor any other
documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority ("Autorité des
services et marchés financiers / Autoriteit voor financiële
diensten en markten") and, accordingly, the Tender Offer may not be
made in Belgium by way of a public offering, as defined in Articles
3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids
(as amended). Accordingly, the Tender Offer may not be advertised
and the Tender Offer will not be extended, and neither this notice,
the Tender Offer Memorandum nor any other documents or materials
relating to the Tender Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" within the
meaning of Article 10 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets (as amended) acting
on their own account. Insofar as Belgium is concerned, this notice
and the Tender Offer Memorandum have been issued only for the
personal use of the above qualified investors and exclusively for
the purpose of the Tender Offer. Accordingly, the information
contained in this notice and the Tender Offer Memorandum may not be
used for any other purpose or disclosed to any other person in
Belgium.
South Africa
Neither this notice, the Tender Offer Memorandum nor any other
offering or marketing material relating to the Tender Offer
constitutes an "offer to the public" as such term is understood
pursuant to Chapter 4 of the South African Companies Act 71 of
2008. The Tender Offer is however only directed at those persons
who are existing holders of the Notes (who are also Qualifying
Holders) and must not be acted on or relied upon by persons other
than such Qualifying Holders.
General
This notice and the Tender Offer Memorandum do not constitute an
offer to buy or the solicitation of an Offer to Sell the Notes, and
tenders of the Notes for purchase pursuant to the Tender Offer will
not be accepted from Qualifying Holders, in any circumstances in
which such offer or solicitation is unlawful.
Each holder of Notes participating in the Tender Offer will be
deemed to give certain representations in respect of the
jurisdictions referred to above and generally as set out in
"Participating in the Tender Offer" in the Tender Offer Memorandum.
Any tender of the Notes for purchase pursuant to the Tender Offer
from a Qualifying Holder that is unable to make these
representations will not be accepted. Each of the Bank, the Dealer
Managers and the Tender and Information Agent reserves the right,
in its absolute discretion, but it cannot be blamed for lack of use
of this right, to investigate, in relation to any tender of the
Notes for purchase pursuant to the Tender Offer, whether any such
representation given by a Qualifying Holder is correct and, if such
investigation is undertaken and as a result the Bank or the Tender
and Information Agent on the Bank's behalf determines (for any
reason) that such representation is not correct, such tender shall
not be accepted.
The Bank, the Dealer Managers or the Tender and Information
Agent (and their directors, employees or affiliates) make no
representations or recommendations whatsoever regarding this notice
or the Tender Offer Memorandum or the Tender Offer.
None of the Bank, the Dealer Managers or the Tender and
Information Agent makes any recommendation as to whether or not
Qualifying Holders should participate in the Tender Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENUGUCUMUPQUMG
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July 01, 2016 03:30 ET (07:30 GMT)
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