Obligation Absa Group Ltd 6.25% ( XS1799058174 ) en USD

Absa Group Ltd

100 % ▲

Afrique du sud

XS1799058174 ( en USD )

6.25% par an ( paiement semestriel )

24/04/2028

Prospectus brochure de l'obligation Absa Group Ltd XS1799058174 en USD 6.25%, échéance 24/04/2028

200 000 USD

400 000 000 USD

25/04/2025 ( Dans 79 jours )

Absa Group Limited est une société financière sud-africaine offrant une gamme de services bancaires et financiers aux particuliers, aux entreprises et aux institutions à travers l'Afrique.

L'Obligation émise par Absa Group Ltd ( Afrique du sud ) , en USD, avec le code ISIN XS1799058174, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/04/2028

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE UNITED
STATES, AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (" REGULATION S").
IMPORTANT: You must read the following disclaimer before continuing. The following applies to the
prospectus following this page (the "Prospectus"), whether received by e-mail, accessed from an internet page
or received as a result of any other electronic transmission, and you are therefore advised to read this carefully
before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to
be bound by the following terms and conditions, including any modifications to them fro m time to time, each
time you receive any information from: (i) Barclays Africa Group Limited (the "Issuer"); (ii) Barclays Bank
PLC, Citigroup Global Markets Limited or HSBC Bank plc as joint international bookrunners (together, the
"Joint International Bookrunners"); or (iii) Absa Bank Limited, as local bookrunner (together with the Joint
International Bookrunners, the "Joint Bookrunners") as a result of such access. The Prospectus has been
prepared solely in connection with the proposed offering of the s ecurities described therein to certain
institutional and professional investors.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD
DIRECTLY OR INDIRECTLY EXCEPT: (1) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S; OR (2)
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND
MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION
OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
The Prospectus is being distributed only to and directed only at : (i) persons who are outside the United
Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Prevention) Order 2005, as amended, or (iii)
persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act
2000, as amended, does not apply (all such persons together being referred to as " relevant persons"). The
Prospectus is only directed at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which the Prospectus relates is available only to, and
will be engaged in only with, relevant persons (and subject to the other restrictions referred to therein ).
Prohibition of Sales to EEA Retail Investors The Notes (as defined in the Prospectus) are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no
key information document required by Regulation (EU) No 1286/2014 (the " PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment
decision with respect to the securities, you must be outside the United States investing in the securities in an
offshore transaction in reliance on Regulation S. The Prospectus is being sent at your request and by accessing,
reading or making any other use of the Prospectus, you shall be deemed to have represented and warranted to
the Issuer and the Joint Bookrunners that (1) you understand and agree to the terms set out herein; (2) you are
outside the United States, and that any e-mail address to which, pursuant to your request, the Prospectus has

been delivered by electronic transmission is not located in the United States for the purposes of Regulation S;
(3) you consent to delivery by electronic transmission of the Prospectus; (4) you will not transmit the Prospectus
(or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person
except with the consent of the Joint Bookrunners; and (5) you acknowledge that you will make your own
assessment regarding any legal, taxation or other economic considerations with respect to your decision to
subscribe for or purchase any of the securities .
The Prospectus has been s ent 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 none of the
Issuer or the Joint Bookrunners or any of their respective subsidiaries, nor any person who controls any of them
or any director, officer, employee or agent of any of them, or any affiliate of any such person, accepts any
liability or responsibility whatsoever in respect of any difference between the Prospectus dist ributed to you in
electronic format and the hard copy version available to you on request from the Joint Bookrunners. If you
receive this document by e-mail, you should not reply by e-mail to this communication. Any reply e-mail
communications, including those you generate by using the "Reply" function on your e-mail software, will be
ignored or rejected. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is
your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive
nature.
The distribution of the Prospectus in certain jurisdictions may be restricted by law. Persons into whose
possession the Prospectus comes are required by the Issuer and the Joint Bookrunners to inform themselves
about, and to observe, any such restrictions.
You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose
possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. You may
not transmit the Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its
contents to any other person except with the consent of the Joint Bookrunners.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the
offering be made by a licensed broker or dealer and the Joint Bookrunners or any affiliate of the Joint
Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be mad e by such
Joint Bookrunner or such affiliate on behalf of the Issuer in such jurisdiction.

BARCLAYS AFRICA GROUP LIMITED
(incorporated under the laws of the Republic of South Africa)
U.S.$400,000,000 Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2028
The issue price of the U.S.$400,000,000 Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2028 (the
"Notes") of Barclays Africa Group Limited (the " Issuer") is 100 % of their principal amount (the "Issue
Price").
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Current Principal
Amount (as defined herein) on 25 April 2028 (subject as provided in "Terms and Conditions of the Notes 
Payments"). Subject to certain conditions, the Issuer may, at its option, redeem the Notes, in whole but not in
part, on 25 April 2023 (the "Call Date") (or at any time in the event of a change in certain South African
regulatory capital requirements or upon the occurrence of certain tax events as described herein) at their Current
Principal Amount (as defined herein), together with any accrued but unpaid interest to (but excluding) the date
fixed for redemption. See "Terms and Conditions of the Notes - Redemption and Purchase; Substitution and
Variation ".
From (and including) 25 April 2018 (the "Issue Date") to (but excluding) the Call Date, the interest rate on the
Notes will be 6.250 % per annum. From (and including) the Call Date, the applicable interest rate per annum
will be equal to the Reset Interest Rate (as provided in "Terms and Conditions of the Notes Interest"). The
interest rate following the Call Date may be less than the Initial Rate of Interest (as provided in "Terms and
Conditions of the Notes Interest"). Interest will be payable semi-annually in arrear on 25 April and 25 October
of each year (each, an "Interest Payment Date"), commencing on 25 October 2018.
Payments on the Notes will be made in U.S. dollars, without deduction for or on account of taxes imposed or
levied by the Republic of South Africa to the extent described under " Terms and Conditions of the Notes -
Taxation".
As further described herein, if a Non-Viability Event (as defined herein) occurs, a Write-off (as defined herein)
of all or part of the principal amount of the Notes and the relevant proportion of any accrued interest may occur.
The Notes will be cancelled in proportion to the principal amount so Written-off. Such a Write-off will result in
the Noteholders losing the relevant principal amount of the Notes so Written-off, and losing the right to receive
any accrued or future interest relating to the principal amount Written-off. Accordingly, Noteholders should be
aware that they may lose their entire investment in the Notes. See "Terms and Conditions of the Notes - Form,
Denomination and Status Loss Absorption Following a Non-Viability Event".
This Prospectus has been approved by the United Kingdom Financial Conduct Authority (the " FCA"), which is
the United Kingdom competent authority for the pu rposes of Directive 2003/71/EC, as amended (the
"Prospectus Directive") and relevant implementing measures in the United Kingdom as a prospectus issued in
compliance with the Prospectus Directive and relevant implementing measu res in the United Kingdom for the
purpose of giving information with regard to the issue of the Notes. Applications have been made for the Notes
to be admitted to listing on the Official List of the FCA and to trading on the Regulated Market of the London
Stock Exchange plc (the "London Stock Exchange"). The Regulated Market of the London Stock Exchange is
a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments.
The Issuer has obtained the prior written approval of the Financial Surveillance Department (the "FSD")
of the South African Reserve Bank ("SARB") and the Registrar of Banks for the issuance of the Notes.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). The Notes are being offered by the Joint Bookrunners (as defined in " Important
Notices") outside the United States in accordance with Regulation S under the Securities Act (" Regulation S"),
and may not be offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

The Notes will be in registered form in the denomination of U.S.$200,000 and integral multiples of U.S.$1,000
in excess thereof.
The Notes will be represented by a global note certificate (the " Global Note Certificate") in registered form,
without interest coupons attached, which will be registered in the name of a nominee for and will be deposited
with a common depositary for Euroclear Bank SA/NV (" Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg") on or about the Issue Date. Individual note certificates (" Individual Note
Certificates") evidencing holdings of Notes will only be available in certain limited circumstances. See
"Summary of Provisions Relating to the Notes in Global Form ".
An investment in the Notes involves certain risks. Prospective investors in the Notes are recommended to
read this Prospectus, including the section entitled "Risk Factors " carefully.
The Notes are expected to be rated Ba2 and BB by Moody's Investors Service Inc. ("Moody's") and Fitch
Ratings Limited ("Fitch") respectively. Each of Moody's and Fitch is established in the European Economic
Area ("EEA") and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). A
security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.

Global Coordinators

Barclays
Absa

International Structuring Adviser

Barclays

Joint Book runners

Joint International Book runners

Barclays
Citigroup
HSBC

Local Book runner

Absa

23 April 2018

- ii -

CONTENTS
Page
IMPORTANT NOTICES.............................................................................................................................................. 1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION..................................................................... 5
OVERVIEW .................................................................................................................................................................. 9
RISK FACTORS ......................................................................................................................................................... 13
TERMS AND CONDITIONS OF THE NOTES ...................................................................................................... 32
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ......................................... 52
THE BANKING SECTOR IN SOUTH AFRICA..................................................................................................... 54
REGULATORY ENVIRONMENT ........................................................................................................................... 59
SIGNIFICANT FACTORS AFFECTING RESULTS OF OPERATIONS AND BUSINESS CONDITIONS ... 63
DESCRIPTION OF THE GROUP'S BUSINESS .................................................................................................... 66
MANAGEMENT AND GOVERNANCE................................................................................................................. 80
RISK MANAGEMENT .............................................................................................................................................. 94
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS..................................................................................................................................................... 134
EXCHANGE CONTROLS....................................................................................................................................... 154
USE OF PROCEEDS ................................................................................................................................................ 155
TAXATION ............................................................................................................................................................... 156
SUBSCRIPTION AND SALE.................................................................................................................................. 160
GENERAL INFORMATION ................................................................................................................................... 163
COMMERCIAL PAPER REGULATIONS UNDER THE SOUTH AFRICAN BANKS ACT ......................... 164
FINANCIAL STATEMENTS AND AUDITORS' REPORTS.............................................................................. 166

- iii -

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken
all reasonable care to ensure that such is the case, the information contained in this Prospectus to the best of its
knowledge is in accordance with the facts and contains no omission likely to affect its import.
Information contained in this Prospectus under the heading, "Risk Factors South African economic conditions"
relating to the growth of the South African economy was derived from the National Treasury of South Africa
Investor Roadshow Presentation dated March 2018 and information contained in this Prospectus under the
heading, "Significant Factors affecting Results of Operations and Business Conditions Macroeconomic
Environment" has been derived from publicly available sources. The Issuer confirms that this information has
been accurately reproduced, and so far as the Issuer is aware and is able to ascertain from information available
from such sources, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
The Issuer has confirmed to the Joint Bookrunners that this Prospectus contains all information which is (in the
context of the issue, offering and sale of the Notes) material; such information is true and accurate in all material
respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this
Prospectus on the part of the Issuer are honestly held or made and are not misleading in any material respect;
this Prospectus does not omit to state any material fact necessary t o make such information, opinions,
predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have
been made to ascertain and to verify the foregoing.
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer
or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such
representation or information should not be relied upon as having been authorised by th e Issuer or the Joint
Bookrunners.
Neither the Joint Bookrunners nor any of their respective affiliates have authorised the whole or any part of this
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Prospectus or any responsibility for any acts or
omissions of the Issuer or any other person (other than the relevant Joint Bookrunner) in connection with the
issue and offering of the Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of any
Note shall in any circumstances create any implication that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the condition (fin ancial or otherwise) of the Issuer since the
date of this Prospectus.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint
Bookrunners to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of Notes and on distribution of this Prospectus and other offering
material relating to the Notes, see "Subscription and Sale".
In particular, the Notes have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered or sold
within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Notes are being offered and sold outside the United States in reliance on
Regulation S.
Subject to applicable law and regulation (including, without limitation, certain restrictions referred to in
"Subscription and Sale"), (i) Barclays Bank PLC, Citigroup Global Markets Limited and HSBC Bank plc, as
joint international bookrunners (together, the "Joint International Bookrunners ") will effect offers and sales
of the Notes internationally; and (ii) Absa Bank Limited, as local bookrunner (together with the Joint
International Bookrunners, the "Joint Bookrunners") will only effect offers and sales of the Notes within the
borders of South Africa and certain African countries.
Certain figures included in this Prospectus have been s ubject to rounding adjustments . Accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.

- 1 -

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, " MiFID II"); or (ii) a
customer within the meaning of Directive 2002/92/EC (as amended), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (the " PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market - Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
In connection with the issue of the Notes, Barclays Bank PLC (the " Stabilisation Manager") (or persons acting
on behalf of the Stabilisation Manager) may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation 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 cease at any time, but it must end no
later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager (or
person(s) acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules.
The Notes are complex financial instruments and such instruments may be purchased by investors as a way to
reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overall
portfolios. Each potential investor in the Notes should determine the suitability of such investment in light of its
own circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained in this Prospectus;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c)
understand thoroughly the terms of the Notes, such as the provisions governing a Write -off; and
(d)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent: (i) Notes are legal investments for it; (ii) Notes can be used as collateral for various types of
borrowing; and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutio ns should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes
under any applicable risk-based capital or similar rules.
Prior to making an investment decision, potential investors should consider c arefully, in light of their own
financial circumstances and investment objectives, all the information contained in this Prospectus.

- 2 -

FORWARD-LOOKING STATEMENTS
Certain information contained in this Prospectus and any documents incorporated by reference, including any
information as to the Group's strategy, market position, plans or future financial or operating performance,
constitutes "forward-looking statements". All statements, other than statements of historical fact, are forward-
looking statements. These forward-looking statements may be identified by the use of forward -looking
terminology, including the terms "believe", "expect", "anticipate", "contemplate", "target", "plan", "intend",
"continue", "budget", "project", "aim", "estimate", "may", "will" , "could", "should", "seeks", "predicts",
"schedule" or, in each case, their negative or other variations or comparable terminology, or by discussions of
strategy, plan, objectives, goals, future events or intentions.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while
considered reasonable by the Issuer, are inherently subject to significant business, economic and competitive
uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from
those projected in the forward-looking statements. Such factors include, but are not limited to: general economic
and business conditions in South Africa and internationally; inflation, deflation, interest rates and policies of the
SARB; fluctuations in exchange rates, stock markets and currencies; changes to the Issuer's credit ratings;
changing demographic developments, including mortality and changing customer behaviour, including
consumer spending, saving and borrowing habits; changes in customer preferences; changes to borrower or
counterparty credit quality; instability in the global financial markets and the impact of any sovereign credit
rating downgrade or other sovereign financial issues; technological changes; natural and other disasters, adverse
weather and similar contingencies outside the Group's control; inadequate or failed internal or external
processes, people and systems; terrorist acts and other acts of war or hostility and responses to those acts;
geopolitical, pandemic or other such events; changes in laws, regulations, taxation, accounting standards or
practices; regulatory capital or liquidity requirements and similar contingencies outside the Group's control; the
policies and actions of governmental or regulatory authorities in South Africa or elsewhere; the ability to attract
and retain senior management and other employees; the extent of any future impairment charges or write -downs
caused by depressed asset valuations, market disruptions and illiquid ma rkets; market relating trends and
developments; exposure to regulatory scrutiny, legal proceedings, regulatory investigations or complaints;
changes in competition and pricing environments; the inability to hedge certain risks economically; the
adequacy of loss reserves; the actions of competitors, including non -bank financial services and lending
companies; and the success of the Issuer in managing the risks of the foregoing.
Investors are cautioned that forward-looking statements are not guarantees of future performance. Forward-
looking statements may, and often do, differ materially from actual results. Any forward -looking statements in
this Prospectus speak only as of the date they are made, reflect the view of the Issuer's board of directors (the
"Issuer's Board of Directors") as of the date they are made with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations,
results of operations, strategy, capital and leverage ratios and the availability of new funding. Investors should
specifically consider the factors identified in this Prospectus that could cause actual results to differ before
making an investment decision. All of the forward-looking statements made in this Prospectus are qualified by
these cautionary statements.
Except as required by the FCA, the London Stock Exchange or applicable law or regulation, the Issuer explicitly
disclaims any intention or obligation or undertaking publicly to release the result of any revisions to any
forward-looking statements in this Prospectus that may occur due to any change in the Issuer's expectations or to
reflect events or circumstances after the date of it.

- 3 -

EXCHANGE RATE HISTORY
The following table sets out, for the periods indicated, certain information concerning the exchange rate of Rand
expressed in Rand per U.S. dollar as provided by Bloomberg Finance LP. These translations should not be
construed as representations that the Rand amounts actually represent U.S. dollar amounts or that the financial
information appearing in this Prospectus could be converted into U.S. dollars at the rate indicated. On 20 April
2018, the exchange rate translated to R12.1075 = U.S.$1.
South African Rand per U.S. dollar exchange rates (Rand per U.S.$1.00) for the three months following
31 December 2017:

Month
Period End
Average Rate(1)
High
Low
January 2018 ..........................
11.8514 12.1822 12.4589 11.8514
February 2018 ........................
11.7957 11.8206 12.1683 11.5542
March 2018 .............................
11.8408 11.8383 12.0176 11.6337
South African Rand per U.S. dollar exchange rates (Rand per U.S.$1.00) for the previous three years:

Year
Period End
Average Rate(1)
High
Low
2015 .........................................
15.4685 12.9354 15.8952 11.2708
2016 .........................................
13.7401 14.5696 16.8717 13.1866
2017 .........................................
12.3828 13.2947 14.4700 12.2684
Note:
(1) The average rate is calculated based on the rate on each business day of the month for monthly averages, and on the last business day of
each month for annual averages.

- 4 -

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The Issuer's separate and consolidated annual financial results are presented in Rand and have been prepared in
accordance with the recognition and measurement requirements of International Financial Reporting Standards
("IFRS"), interpretations issued by the IFRS Interpretations Committee (" IFRS-IC"), the South African
Institute of Chartered Accountants' Financial Reporting Guides as issued by the Accounting Practices
Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the
Johannesburg Stock Exchange ("JSE") Listings Requirements and the requirements of the South African
Companies Act, 2008 (the "Companies Act"). The principal accounting policies applied are set out in the
Issuer's most recent audited annual consolidated financial statements.
The Issuer's separate and consolidated audited annual financial statements for the financial year ended 31
December 2017 (the "2017 Financial Statements "), and for the financial year ended 31 December 2016 (the
"2016 Financial Statements" and, together with the 2017 Financial Statements, the " Annual Financial
Statements"), are included in this Prospectus together with the audit reports thereon of KPMG Inc. ("KPMG")
and Ernst & Young Inc. ("EY") in respect of the 2017 Financial Statements (the "Joint Auditors for 2017")
and PricewaterhouseCoopers Inc. ("PwC") and EY in respect of the 2016 Financial Statements ("the Joint
Auditors for 2016" and, together with the Joint Auditors for 2017, the " Joint Auditors").
As a result of the separation from Barclays Bank PLC, the Issuer also reports normalised results which have
been referenced in the Prospectus. The normalised results reflect the removal of certain exceptional or non-
recurring items that arose as a direct consequence of, or activities that directly relate to the Issuer's Separation
from Barclays Bank PLC. The Issuer presents this adjusted financial information as the Issuer believes that it
more accurately reflects the Issuer's underlying performance. The adjusted financial information may not be
comparable to other similarly titled measures of other companies and may have limitations as analytical tools
and should not be considered in isolation or as a substitute of the Issuer's operating results under IFRS. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations Normalised
financial results as a consequence of Barclays Bank PLC Separation" for further detail.
The adjusted financial information is presented for informational purposes only, and is not necessarily indicative
of the results of operations that would have been realised had the Separation from Barclays Bank PLC been
completed before 2017, nor is it meant to be indicative of any future results of operations that the Issuer will
experience going forward.
Investors should note that certain other financial information and data set forth herein has been derived from the
unaudited management accounts of the Issuer. See "Alternative Performance Measures " below.
The Annual Financial Statements were audited by the Joint Auditors for 2017 and the Joint Auditors for 2016,
in each case in accordance with International Standards on Auditing (" ISA"). Each of the Joint Auditors are
independent auditors in accordance with the Independent Regulatory Board for Auditors' Code of Professional
Conduct for Registered Auditors (" IRBA Code") and other independence requirements applicable to
performing audits of financial statements in South Africa.
Rounding Adjustments
Certain amounts which appear in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.
Alternative Performance Measures
To supplement the Annual Financial Statements, the Issuer uses certain ratios and measures included in this
Prospectus that might be considered to be "alternative performance measures" (each an " APM") as described in
the ESMA Guidelines on Alternative Performance Measures (the " ESMA Guidelines") published by the
European Securities and Markets Authority on 5 October 2015. The ESMA Guidelines provide that an APM is
understood as "a financial measure of historical or future financial performance, financial position, or cash
flows, other than a financial measure defined or specified in the applicable financial reporting framework." The
ESMA Guidelines also note that they do not apply to APMs "disclosed in accordance with applicable
legislation, other than the applicable financial reporting framework, that sets out specific requirements
governing the determination of such measures" .

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