Obligation South Africa 4.875% ( US836205AT15 ) en USD

South Africa

100 % ▲

Afrique du sud

US836205AT15 ( en USD )

4.875% par an ( paiement semestriel )

13/04/2026

Prospectus brochure de l'obligation South Africa US836205AT15 en USD 4.875%, échéance 13/04/2026

200 000 USD

1 250 000 000 USD

836205AT1

N/A

14/10/2025 ( Dans 178 jours )

L'Afrique du Sud est une nation d'Afrique australe caractérisée par une grande diversité biologique, culturelle et linguistique, possédant une riche histoire marquée par l'apartheid et une économie diversifiée basée sur l'exploitation minière, l'agriculture et le tourisme.

L'Obligation émise par South Africa ( Afrique du sud ) , en USD, avec le code ISIN US836205AT15, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/04/2026

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424B5 1 d96273d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-192814
PROSPECTUS SUPPLEMENT
(to Prospectus dated April 6, 2016)

REPUBLIC OF SOUTH AFRICA
U.S.$1,250,000,000 4.875% Notes due 2026

The 4.875% Notes due April 14, 2026 (the "Notes") bear interest at the rate of 4.875% per year, accruing from April 14, 2016. Interest on the Notes is payable on April 14 and
October 14 of each year, commencing October 14, 2016. The Notes are not redeemable prior to maturity.
Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF"), as competent authority under Directive
2003/71/EC, as amended (the "Prospectus Directive") and the Luxembourg Act dated July 10, 2005 on prospectuses for securities, as amended (the "Prospectus Act 2005"), to approve
this prospectus supplement (the "Prospectus Supplement"), together with the accompanying Prospectus, as a prospectus for the purposes of the Prospectus Directive. By approving this
Prospectus Supplement and the accompanying Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the
Republic of South Africa in accordance with article 7(7) of the Prospectus Act 2005.
Currently there is no public market for the Notes. Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on
the regulated market "Marché réglementé" of the Luxembourg Stock Exchange, Bourse de Luxembourg (which is a regulated market for the purpose of the Market and Financial
Instruments Directive 2004/39/EC).
The Notes will contain provisions regarding ranking and future modifications to their terms that differ from those applicable to South Africa's outstanding external debt issued prior
to April 6, 2016. The Notes will be designated Aggregated Collective Action Securities and, as such, will contain provisions regarding future modifications, which are described
beginning on page 14 of the accompanying Prospectus dated April 6, 2016 (the "Prospectus"), under which South Africa may amend the payment provisions of any series of debt
securities (including the Notes) and other reserved matters listed in the fiscal agency agreement with the consent of the holders of: (1) with respect to a single series of debt securities,
more than 75% of the aggregate principal amount of the outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain "uniformly
applicable" requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the
aggregate; or (3) with respect to two or more series of debt securities, more than 66 2/3% of the aggregate principal amount of the outstanding debt securities of all series affected by the
proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed
modification, taken individually.
Upon listing and admission to trading of the Notes offered hereunder on the Luxembourg Stock Exchange, copies of this Prospectus Supplement and the accompanying Prospectus,
as well as the documents incorporated by reference herein, may be obtained from the Luxembourg Stock Exchange website at http://www.bourse.lu.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
A decision to participate or not participate in the offering will involve certain risks. It is important that you read "Risk Factors" beginning on page S-14 of this Prospectus
Supplement and the risks discussed elsewhere in this Prospectus Supplement, the accompanying Prospectus and the documents we file with the Securities and Exchange Commission (the
"SEC").

Per Note
Total

Public Offering Price(1)

98.631%
U.S.$1,232,887,500
Underwriting Discount

0.125%
U.S.$
1,562,500
Proceeds, before expenses, to South Africa

98.506%
U.S.$1,231,325,000
(1) Plus accrued interest from April 14, 2016 if settlement occurs after that date.
The Underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company ("DTC") on or about April 14, 2016.

The Joint Lead Managers are:

Citigroup

Rand Merchant Bank

Standard Bank
The Co-Lead Manager is:
Investec
The date of this Prospectus Supplement is April 7, 2016
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

Page
INTRODUCTION

S-2
TAXATION

S-29
FORWARD-LOOKING STATEMENTS

S-5
UNDERWRITING

S-32
OVERVIEW OF THE ISSUER

S-6
JURISDICTIONAL RESTRICTIONS

S-34
THE OFFERING

S-10
LEGAL MATTERS

S-38
RISK FACTORS

S-14
GENERAL INFORMATION

S-39
USE OF PROCEEDS

S-19
DOCUMENTS INCORPORATED BY REFERENCE

S-41
DESCRIPTION OF THE NOTES

S-20
GLOBAL CLEARANCE AND SETTLEMENT

S-25

Base Prospectus

Page

Page
ABOUT THIS PROSPECTUS

1
DESCRIPTION OF WARRANTS

18
FORWARD-LOOKING STATEMENTS

1
PLAN OF DISTRIBUTION

20
INCORPORATION OF CERTAIN DOCUMENTS BY
OFFICIAL STATEMENTS

21
REFERENCE

1
VALIDITY OF THE SECURITIES

21
USE OF PROCEEDS

2
AUTHORIZED REPRESENTATIVE

21
DESCRIPTION OF DEBT SECURITIES

2
FURTHER INFORMATION

21

Table of Contents
INTRODUCTION
This Prospectus Supplement supplements the accompanying Prospectus relating to the debt securities and warrants of the Government of the
Republic of South Africa (the "National Government," the "South African Government," the "Republic" or "South Africa," unless references to
the "Republic" or "South Africa," within any particular context, clearly indicate a reference to the sovereign state of the Republic of South Africa).
You should read this Prospectus Supplement along with the accompanying Prospectus, which together constitute a prospectus within the meaning
of article 5.3 of the Prospectus Directive. Both documents contain information you should consider when making your investment decision.
Certain other documents are incorporated by reference into this Prospectus Supplement and the accompanying Prospectus. Please see "Documents
Incorporated by Reference" in this Prospectus Supplement and "Incorporation of Certain Documents by Reference" in the accompanying
Prospectus. In case of an inconsistency between information provided in this Prospectus Supplement and the accompanying Prospectus, the
statements in this Prospectus Supplement will prevail. Upon listing and admission to trading of the Notes offered hereunder on the Luxembourg
Stock Exchange, copies of this Prospectus Supplement and the accompanying Prospectus, as well as the documents incorporated by reference
herein, may be obtained from the Luxembourg Stock Exchange website at http://www.bourse.lu.
No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained
in this Prospectus Supplement and the accompanying Prospectus and, if given or made, such information or representations must not be relied upon
as having been authorized by the Republic or Citigroup Global Markets Inc., FirstRand Bank Limited (acting through its Rand Merchant Bank
Division), The Standard Bank of South Africa Limited and Investec Bank Ltd (the "Underwriters"). This Prospectus Supplement and the
accompanying Prospectus do not constitute an offer to buy or a solicitation of an offer to sell any securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus Supplement and the
accompanying Prospectus nor any exchange, purchase or sale made hereunder shall, under any circumstances, create any implication that the
information in this Prospectus Supplement and the accompanying Prospectus is correct as of any time subsequent to the date hereof or that there
has been no change in the affairs of the Republic since such date.
The Republic accepts responsibility for the information it has provided in this Prospectus Supplement and the accompanying Prospectus and,
after having taken all reasonable care and to the best of its knowledge, confirms that:

· the information contained in this Prospectus Supplement and the accompanying Prospectus is true and correct in all material respects

and is not misleading; and

· it has not omitted other facts the omission of which makes this Prospectus Supplement and the accompanying Prospectus as a whole
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misleading.
The Notes are debt securities of the Republic, which are being offered under the Republic's registration statement no. 333-192814 filed with
the SEC under the U.S. Securities Act of 1933, as amended (the "Securities Act"). This Prospectus Supplement and the accompanying Prospectus
are part of the registration statement. The accompanying Prospectus provides you with a general description of the securities that the Republic may
offer, and this Prospectus Supplement contains specific information about the terms of the Notes. This Prospectus Supplement also adds, updates or
changes information provided or incorporated by reference in the accompanying Prospectus. Consequently, before you decide to participate in the
offering, you should read this Prospectus Supplement together with the accompanying Prospectus as well as the documents incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus.
None of this Prospectus Supplement, the accompanying Prospectus nor any document incorporated by reference are intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by any of South Africa or the Underwriters that any
recipient of this Prospectus Supplement, the accompanying Prospectus or any document incorporated by reference should purchase Notes.

S-2
Table of Contents
You must comply with all laws that apply to you in any place in which you possess this Prospectus Supplement and the accompanying
Prospectus. You must also obtain any consents or approvals that you need in order to purchase Notes. Neither the Republic nor the Underwriters is
responsible for your compliance with these legal requirements. It is important that you read "Jurisdictional Restrictions" beginning on page S-34 of
this Prospectus Supplement.
The Republic has prepared the offering and is solely responsible for its contents. You are responsible for making your own examination of
the Republic and your own assessment of the merits and risks of purchasing Notes pursuant to the offering. By purchasing Notes, you will be
deemed to have acknowledged that:

· you have reviewed the offering;

· you have had an opportunity to request and review any additional information that you may need; and

· the Underwriters are not responsible for, and are not making any representation to you concerning, the accuracy or completeness of the

offering.
The Republic and the Underwriters are not providing you with any legal, business, tax or other advice in the offering. You should consult
with your own advisers as needed to assist you in making your investment decision and to advise you whether you are legally permitted to
purchase Notes.
As used in this Prospectus Supplement, "business day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which
banking institutions or trust companies are authorized or obligated by law to close in New York City or London.
In this Prospectus Supplement, all amounts are expressed in South African Rand ("R," "Rand" or "rand") or U.S. dollars ("U.S.$," "$" or
"dollars"), except as otherwise specified.
The Republic's fiscal year begins on April 1 and ends on March 31. Economic data presented in this Prospectus Supplement is presented on a
calendar year basis unless reference is made to the relevant fiscal year or the fiscal year is otherwise indicated by the context.
Unless otherwise indicated, references to gross domestic product ("GDP") are to real GDP, calculated using constant prices in order to adjust
for inflation (with 2010 as a base year), and percentage changes in GDP refer to changes as compared to the previous year or the same quarter of
the previous year, unless otherwise indicated.
The South African Government is a foreign sovereign government. Consequently, it may be difficult for investors to obtain or realize upon
judgments of courts in the United States against the South African Government. The South African Government will irrevocably submit to the
jurisdiction of the Federal and State courts in The City of New York, and will irrevocably waive any immunity from the jurisdiction (including
sovereign immunity but not any immunity from execution or attachment or process in the nature thereof) of such courts and any objection to venue,
in connection with any action arising out of or based upon the Notes brought by any holder of Notes. The South African Government reserves the
right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 (the "Immunities Act") with respect to actions
brought against it under United States federal securities laws or any state securities laws. In the absence of a waiver of immunity by the South
African Government with respect to such actions, it would not be possible to obtain a U.S. judgment in such an action against the South African
Government unless a court were to determine that the South African Government is not entitled under the Immunities Act to sovereign immunity
with respect to such action. Enforceability in South Africa of final judgments of U.S. courts obtained in actions predicated upon the civil liability
provisions of the United States federal securities laws is subject, among other things, to the absence of a conflicting judgment by a South African
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424B5
court or of an action pending in South Africa among the same parties and arising from the same facts and circumstances and to the South African
courts' determination that the U.S. courts had jurisdiction, that process was appropriately served on the defendant and that enforcement would not
violate South African public policy. In general, the enforceability in South Africa of final judgments of

S-3
Table of Contents
U.S. courts obtained other than by default would not require retrial in South Africa. In original actions brought before South African courts, there
is uncertainty as to the enforceability of liabilities based on United States federal securities laws. The South African courts may enter and enforce
judgments in foreign currencies. See "Description of Debt Securities--Governing Law; Consent to Service" in the accompanying Prospectus.
In connection with the issue of the Notes, the Underwriters or any person acting for the Underwriters may over-allot or (provided that the
aggregate principal amount of Notes allotted does not exceed 105% of the aggregate principal amount of the Notes) effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
Underwriters (or any person acting on behalf of the Underwriters) will undertake such stabilizing action. Any stabilizing action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it
must end at no later than the earlier of 30 days after the issue of the Notes and 60 days after the date of allotment of the Notes.
This Prospectus Supplement and the accompanying Prospectus have been sent to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the
Republic nor the Underwriters or any person who controls an Underwriter or any director, officer, employee or agent of the Underwriters or any
affiliate of such person will accept any liability or responsibility whatsoever in respect of any difference between this Prospectus Supplement and
the accompanying Prospectus distributed to you in electronic format and this Prospectus Supplement and the accompanying Prospectus in their
original form.
The distribution of this Prospectus Supplement and the accompanying Prospectus and the offering of the Notes in certain
jurisdictions is restricted by law. Persons who acquire this Prospectus Supplement and the accompanying Prospectus are required by the
Republic and the Underwriters to inform themselves about, and to observe, any such restrictions. See "Jurisdictional Restrictions" in this
Prospectus Supplement.
We expect that delivery of the Notes will be made on or about the date specified on the cover page of this Prospectus Supplement,
which will be the fifth business day following the date of this Prospectus Supplement. Under Rule 15c6-1 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are required to settle in three business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, the purchasers who wish to trade the Notes on the date of this
Prospectus Supplement or the next three succeeding business days will be required to specify an alternate settlement cycle at the time of
any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of this Prospectus
Supplement or the next three succeeding business days should consult their own adviser.

S-4
Table of Contents
FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the accompanying Prospectus contain certain forward-looking statements within the meaning of
Section 27A of the Securities Act. Statements that are not historical facts, including statements with respect to certain of the current expectations,
plans and objectives of South Africa and the economic, monetary and financial conditions of the Republic, are forward-looking in nature. These
statements may be made expressly in this Prospectus Supplement or may be in other documents. South Africa refers you to or has filed with the
SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," or similar expressions
used in this Prospectus Supplement or documents to which South Africa refers you.
These forward-looking statements are subject to numerous assumptions, risks, and uncertainties that may cause South Africa's actual results
to be materially different from any future results expressed or implied by the Republic in those statements. The risks and uncertainties include
those risks, uncertainties, and risk factors identified, among other places, under "Risk Factors" below and the risks discussed elsewhere in this
Prospectus Supplement, the accompanying Prospectus and the documents we file with the SEC. Such factors include, but are not limited to:

· external factors, such as interest rates in financial markets outside South Africa and social and economic conditions in South Africa's

neighbors and major export markets; and

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· internal factors, such as general economic and business conditions in South Africa, present and future exchange rates of the Rand,

foreign currency reserves, the ability of the South African Government to enact key reforms, the level of domestic debt, domestic
inflation, the level of foreign direct and portfolio investment and the level of South African domestic interest rates.
Because these statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the
forward-looking statements. South Africa cautions you not to place undue reliance on those statements, which speak only as of the date of this
Prospectus Supplement or, in the case of documents South Africa refers you to or incorporates by reference, the date of such documents.
The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral
forward-looking statements that the Republic or persons acting on its behalf may issue. South Africa does not undertake any obligation to review
or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or
circumstances after the date of this Prospectus Supplement or to reflect the occurrence of unanticipated events.

S-5
Table of Contents
OVERVIEW OF THE ISSUER
This Prospectus Supplement and the accompanying Prospectus contain information that should be read carefully before any decision is
made with respect to the offering. Any decision to invest in the Notes by an investor should be based on consideration of this Prospectus
Supplement and the accompanying Prospectus as a whole. You should read this entire Prospectus Supplement and the accompanying
Prospectus carefully. The following overview is qualified in its entirety by reference to, and should be read in connection with, the
information appearing elsewhere or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. Each of the
capitalized terms used in this overview and not defined herein has the meaning set forth elsewhere in this Prospectus Supplement. Following
the implementation of the relevant provisions of the Prospectus Directive in each member state of the European Economic Area (each a
"Member State"), no civil liability will attach to the Republic in any such Member State solely on the basis of this overview, including any
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with other parts of this Prospectus Supplement and
the accompanying Prospectus. Where a claim relating to the information contained in this Prospectus Supplement or the accompanying
Prospectus is brought before a court in a Member State, the plaintiff may, under the national legislation of the Member State where the claim
is brought, be required to bear the costs of translating this Prospectus Supplement and the accompanying Prospectus before the legal
proceedings are initiated.
This section provides information that supplements the information about South Africa that is included in South Africa's Annual Report
on Form 18-K, which was filed with the SEC on December 4, 2015 (as amended, the "Annual Report"). To the extent that the information in
this section differs from the information contained in South Africa's Annual Report, you should rely on the information in this section.
On February 24, 2015, the National Treasury released the Budget Review 2016 (the "2016 Budget Review"), and on March 8, 2016 the
South African Reserve Bank released its March 2016 Quarterly Bulletin (the "March Quarterly Bulletin"). South Africa filed the 2016 Budget
Review with the SEC on February 25, 2016 under cover of Form 18-K/A ("Amendment No. 1") and the March Quarterly Bulletin on April 6,
2016 under cover of Form 18-K/A ("Amendment No. 2"), which are incorporated by reference into this Prospectus Supplement and the
accompanying Prospectus. You should read the 2016 Budget Review and the March Quarterly Bulletin together with the additional
information therein in conjunction with the other information appearing elsewhere in this Prospectus Supplement and the accompanying
Prospectus.
The Issuer
South Africa has been an established constitutional democracy since 1994, when it held its first fully democratic national elections.
South Africa has the most developed economy in Sub-Saharan Africa in terms of total GDP, and accounted for almost 21% of the aggregate
GDP of Sub-Saharan Africa during 2014 (source: IMF, World Economic Outlook Database, April 2015). The South African economy is
diverse and supported by a well-developed legal system and a sophisticated financial system.
Following the financial crisis, which induced a 1.5% contraction in real GDP growth in 2009, GDP growth rebounded to rates above 3%
in 2010 and 2011. Growth subsequently declined to 2.2% in 2012 and 2013, and to 1.5% in 2014 and 1.3% in 2015. In the first half of 2015,
real GDP grew by 1.8% compared to the same period in 2014, impacted by electricity constraints, falling private investment, weak confidence
and declining commodity prices. In the three months ended December 31, 2015, real GDP growth declined to 0.6% from 0.7% in the three
months ended September 30, 2015. GDP grew by 1.3% in 2015 and growth is forecast to slow to 0.9% in 2016 as a result of lower commodity
prices, higher borrowing costs, diminished business and consumer confidence, and drought. The Government expects GDP growth to recover
gradually over the medium term to 1.7% in 2017 and 2.4% in 2018.
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Since the end of the 2008-2009 recession, the labor market recovery has been sluggish. From March 2010 to December 2015, the number
of unemployed persons grew by 581,000 to a total of approximately 5.19 million.

S-6
Table of Contents
Since the end of 2010, the trough of the employment downturn, to December 31, 2015 the labor force has grown by 16%. The labor force
participation rate increased by 3.5% to 58.5% over the same period. Over 40% of the population are not economically active. The official
(narrow) unemployment rate increased from 23.9% in December 2010 to 25% in June 2015, while the broad unemployment rate (which
includes discouraged workers) has hovered around 32%. 1 In the three months ended December 31, 2015 the unemployment rate decreased to
24.5% from 25.5% in the three months ended September 30, 2015. The youth unemployment rate rose to 50.4% in the three months ended
December 31, 2015, up from 48.8% a year earlier.
In 2015, consumer price index (CPI) inflation was 4.6% as compared to 6.1% in 2014 and 5.8% in 2013. In 2015, inflation reached a
low of 3.9% in February, increasing to 5.0% in July 2015, followed by a decrease to 4.7% in October 2015. The slowdown in inflation was
driven by declines in the oil price and food inflation. Food inflation slowed down for ten consecutive months from August 2014 before
reaching 4.3% in June 2015. This was driven by lower global food prices, subdued agricultural producer prices and favorable base effects. For
the first nine months of 2015, inflation averaged 4.5%, lower than the 6.1% average of 2014 and 5.8% in 2013, and core inflation was
unchanged at 5.7%. Most upward pressure in core inflation has been generated by utilities, medical aid and education.
Starting in November 2015, inflation resumed an upward trajectory, reaching 4.8% in November and 5.2% in December 2015 and 6.2%
in January 2016, slightly above the current inflation target of 3-6%, due to rising food costs and sustained increases in administered prices.
The South African Reserve Bank (SARB) expects that inflation will average 6.8% in 2016 breaching the inflation target of 3-6%.
Recent Developments
On December 9, 2015, President Jacob Zuma removed Mr. Nhlanhla Nene as the Minister of Finance and replaced him with Mr. David
van Rooyen. On December 13, 2015, Mr. van Rooyen was moved to the Department of Co-operative Governance and Traditional Affairs and
Mr. Pravin Gordhan was appointed as the new Minister of Finance. Mr Gordhan was previously the Minister of Finance from 2009 to 2014.
Mr Gordhan has reaffirmed the Treasury's commitment to maintain fiscal discipline and stability.
On February 9, 2016, the Constitutional Court heard arguments in an application launched by the Economic Freedom Fighters party to
force President Zuma to comply with the recommendation by the Public Protector to repay the public funds spent on his Nkandla
homestead. On March 31, 2016, the Constitutional Court delivered judgment and held, amongst others , that the failure by the President to
comply with the remedial action taken by the Public Protector in her report of March 19, 2014 is inconsistent with the Constitution and
invalid, the National Treasury must determine the reasonable costs of those measures implemented at the President's Nkandla homestead that
do not relate to security and the National Treasury must determine a reasonable percentage of the costs which ought to be paid personally by
the President.
1 Starting in January 2015, employment estimates are based on a new master sample affecting comparability with previous periods.

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The following table sets forth growth in real gross value added by sector for the periods indicated.

Percentage Growth in Real Gross Value Added by Sector

(at constant 2010 prices)

For the year ended
For the year ended

December 31, 2014

December 31, 2015

Contribution
Contribution
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to GDP
Share in
to GDP
Share in

Growth
Growth

GDP
Growth
Growth

GDP
Agriculture, forestry and fishing

5.6

0.1

2.4
-8.4

-0.2

2.2
Mining and quarrying

-1.6

-0.1

7.6

3.0

0.2

7.7
Manufacturing

0.0

0.0
12.6

0.1

0.0
12.4
Electricity, gas and water

-0.9

0.0

2.3
-1.0

-0.0

2.2
Construction

2.9

0.1

3.4

1.9

0.1

3.5
Wholesale and retail trade, catering and accommodation

1.3

0.2
13.7

1.4

0.2
13.7
Transport, storage and communication

2.3

0.2

8.4

1.4

0.1

8.4
Finance, insurance, real estate and business services

2.2

0.4
19.6

2.8

0.6
19.9
General government services

3.0

0.5
15.4

0.9

0.1
15.4
Personal services

1.4

0.1

5.3

1.1

0.1

5.3

Source: Stats SA.
The following table summarizes the National Government debt as of the dates indicated in each of the years 2011 through 2015.

As of

As of March 31,

February 29,

2011

2012

2013

2014

2015

2016

Rand (million) except percentages

Government bonds
733,438
890,256 1,038,849 1,217,512 1,399,409 1,556,858
Treasury bills
136,150
155,159 171,985 192,206 202,217 208,474
Marketable internal debt
869,588
1,045,415 1,210,834 1,409,718 1,601,626 1,765,332
Non-marketable internal debt

23,133
25,524
30,300
31,381
30,459
35,719
Total internal debt
892,721
1,070,939 1,241,134 1,441,099 1,632,085 1,801,051
Total external debt(1)

97,851 116,851 124,555 143,659 166,831 216,119
Total gross loan debt
990,572
1,187,790 1,365,689 1,584,758 1,798,916 2,017,170
Cash balances(2)
(170,163)
(198,059) (184,082) (205,304) (214,709) (234,441)
Total net loan debt(3)
820,409
989,730 1,181,607 1,379,454 1,584,207 1,782,728
GFECRA
(28,283)
(67,655) (125,552) (177,913) (203,396) (341,297)(4)
As percentages of nominal GDP:

Net loan debt

29.0%
32.1%
35.5
38.2%
41.2%
43.8%
External debt

3.5%
3.8%
3.7%
4.0%
4.3%
5.3%
As percentage of gross loan debt:

External debt

9.0%
9.8%
9.1%
9.1%
9.3%
10.7%

Notes:--

(1)
Valued using the applicable foreign exchange rates as at the end of each period.
(2)
This represents surplus cash of the National Revenue Fund on deposit at the commercial banks and the SARB. Bank balances in foreign
currencies are revaluated using the applicable exchange rates as at the end of each period.
(3)
The total net loan debt is calculated with due account of the bank balances of the National Revenue Fund (balances of the National
Government's accounts with the SARB and with commercial banks).
(4)
Projection as at end March 2016 (at time of the 2016 Budget Review).
Sources: South African National Treasury and the South African Reserve Bank.

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The following table sets forth, for the periods indicated, the Current Account as a percentage of nominal GDP.

As of December 31,

Percentage of GDP
2010 2011 2012 2013 2014 2015
Total current account (saar values)
-1.5 -2.2 -5.0 -5.8 -5.4 -4.4
Trade balance
2.2 1.7 -1.0 -1.9 -1.8 -0.9

Net services, income and transfer receipts
-3.7 -3.8 -4.0 -3.8 -3.6 -3.5
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Net service receipts
-0.9 -0.8 -0.3 -0.3 -0.1 -0.2

Net income receipts
-2.1 -2.6 -2.7 -2.6 -2.7 -2.5
Net dividend payments
-1.5 -1.8 -1.7 -1.4 -1.4 -1.2

Net transfer payments (mainly SACU(1))
-0.6 -0.5 -1.0 -0.9 -0.9 -0.8
Current account excluding SACU transfers(2)
-0.9 -1.7 -4.0 -4.9 -4.5 -3.6

Source: South African Reserve Bank.

(1)
SACU refers to the Southern African Customs Union
(2)
Excluding net transfer payments.
The following table sets forth, for the periods indicated, the exchange rate of the Rand per U.S. Dollar.

Rand

(against the U.S. Dollar)

Low

High
Average Period End
Year

2009
7.2439 10.5948 8.4372
7.3721
2010
6.6224 7.9704 7.3222
6.6224
2011
6.5962 8.5423 7.2531
8.1319
2012
7.4777 8.9432 8.2099
8.4838
2013
8.4478 10.4849 9.6502 10.4675
2014
10.2815 11.7415 10.8444 11.5719
2015
11.2955 15.5742 12.7507 15.5742
January 2016
15.6087 16.8927 16.3801 16.0981
February 2016
15.2324 16.1954 15.7694 16.1410
March 2016
14.8820 16.0393 15.4224 14.8820

Source: South African Reserve Bank.
On April 5, 2016, the exchange rate was R14.9157, per U.S. dollar.

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THE OFFERING

Issuer:
Republic of South Africa.

Securities Offered:
4.875% Notes due 2026.

Maturity Date:
April 14, 2026.

Aggregate Principal Amount:
U.S.$1,250,000,000.

Issue Price:
98.631% of the principal amount of the Notes, plus accrued interest, if any, from April
14, 2016.

Issue Date:
The Notes are expected to be issued on or about April 14, 2016.

Interest Rate:
4.875% per annum.

Re-offer Yield:
5.051% as at the Issue Date.

Interest Calculations:
Interest payable on a particular interest payment date will be calculated on the basis of a
360-day year consisting of twelve 30-day months.
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Interest Payment Dates:
April 14 and October 14 of each year, commencing October 14, 2016.

Redemption:
The Notes are not subject to redemption prior to maturity. At maturity, the Notes will be
redeemed at par.

ISIN:
US836205AT15

CUSIP:
836205 AT1

Common Code:
139532481

Status and Ranking:
The Notes will be designated as "equal ranking securities" and, upon issuance, will be
direct, general, unconditional, and unsecured obligations of the Republic and will rank
without any preference among themselves and equally with all other
external
indebtedness of the Republic which is expressed or denominated in a currency or
currencies other than South African rand or which is, at the option of the person entitled
thereto, payable in a currency or currencies other than South African rand. It is
understood that this provision shall not be construed so as to require the Republic to
make payments under the Notes ratably with payments being made under any other
external indebtedness. See "Description of Debt Securities--General" and "Description
of Debt Securities--Negative Pledge" in the accompanying Prospectus.

Markets:
The Notes are offered for sale in those jurisdictions where it is legal to make such
offers. See "Underwriting" and "Jurisdictional Restrictions."

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Table of Contents
Listing and Admission to Trading:
Application has been made to admit the Notes to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the regulated market "Marché
réglementé" of the Luxembourg Stock Exchange, Bourse de Luxembourg.

Denomination and Form:
The Notes will be book-entry securities in fully registered form, without coupons,
registered in the names of investors or their nominees. The Notes will be issued in
denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Clearance and Settlement:
Beneficial interests in the Notes will be shown on, and transfer thereof will be effected
only through, records maintained by DTC and its participants, unless certain
contingencies occur, in which case the Notes will be issued in definitive form. Investors
may elect to hold interests in the Notes through DTC, Euroclear or Clearstream Banking
S.A. (Clearstream, Luxembourg), if they are participants in such systems, or indirectly
through organizations that are participants in such systems.

Luxembourg Listing and Paying Agent:
Banque Internationale à Luxembourg, société anonyme.

Payment of Principal and Interest:
Principal and interest on the Notes will be payable in U.S. dollars or other legal tender
of the United States of America. As long as the Notes are in the form of a book-entry
security, payments of principal and interest to investors shall be made through the
facilities of the DTC.

See "Description of the Notes--General" and "Global Clearance and Settlement--

Ownership of Notes through DTC, Euroclear and Clearstream, Luxembourg."

Default:
The Notes will contain events of default, the occurrence of which may result in the
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acceleration of our obligations under the Notes prior to maturity. See "Description of
Debt Securities--Events of Default" and "--Acceleration of Maturity of the Securities"
in the accompanying Prospectus.

Aggregated Collective Action Clauses:
The Notes will be designated Aggregated Collective Action Securities under the Fiscal
Agency Agreement, dated as of December 13, 2013, between, among others, the
Republic and Citibank, N.A., London Branch, as amended by the amendment dated
April 6, 2016 (the "Fiscal Agency Agreement"). The Notes will contain provisions
regarding voting on amendments, modifications, changes and waivers that differ from
those applicable to certain other series of U.S. dollar or Euro denominated debt
securities issued by the Republic prior to April 6, 2016 and described in the
accompanying Prospectus. The provisions described in this Prospectus Supplement will
govern the Notes. These provisions are commonly referred to as "collective

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action clauses." Under these provisions, the Republic may amend certain key terms of
the Notes, including the maturity date, interest rate and other payment terms, and may
amend the payment provisions of any series of debt securities (including the Notes) and
other reserved matters listed in the fiscal agency agreement with the consent of the
holders of: (1) with respect to a single series of debt securities, more than 75% of the
aggregate principal amount of the outstanding debt securities of such series; (2) with
respect to two or more series of debt securities, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the
outstanding debt securities of all series affected by the proposed modification, taken in
the aggregate; or (3) with respect to two or more series of debt securities, more than

66 2/3% of the aggregate principal amount of the outstanding debt securities of all series
affected by the proposed modification, taken in the aggregate, and more than 50% of the
aggregate principal amount of the outstanding debt securities of each series affected by
the proposed modification, taken individually. Additionally, if an event of default has
occurred and is continuing, the Notes may be declared to be due and payable
immediately by holders of not less than 25% of the aggregate principal amount of the
outstanding Notes. These provisions are described in the sections entitled "Description
of the Notes--General" in this Prospectus Supplement and "Description of Debt
Securities--Events of Default," "Acceleration of Maturity of the Securities," "--
Amendments to Terms of the Securities" and "Aggregated Collective Action Securities"
in the accompanying Prospectus.

Sinking Fund:
None.

Fiscal Agency Agreement:
The Notes will be issued pursuant to the Fiscal Agency Agreement as amended by the
amendment dated April 6, 2016.

Taxation:
For a discussion of United States, South African and Luxembourg tax consequences
associated with the Notes, see "Taxation" in this Prospectus Supplement
and
"Description of Debt Securities--South African Taxation" and "--United States Federal
Income Taxation" in the accompanying Prospectus. Investors should consult their own
tax advisers in determining the foreign, U.S. federal, state, local and any other tax
consequences to them of the purchase, ownership and disposition of the Notes. Principal
of and interest on the Notes are payable by the Republic without withholding or
deduction from South African withholding taxes to the extent set forth herein. See
"Description of Debt Securities--South African Taxation" in the accompanying
Prospectus.
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Document Outline

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