Obligation South Africa 6.5% ( US836205AJ33 ) en USD

South Africa

100 % ▼

Afrique du Sud

US836205AJ33 ( en USD )

6.5% par an ( paiement semestriel )

02/06/2014 - Obligation échue

Prospectus brochure de l'obligation South Africa US836205AJ33 en USD 6.5%, échue

100 000 USD

1 000 000 000 USD

836205AJ3

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 US836205AJ33, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/06/2014

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-107393
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 20, 2003)

Republic of South Africa
US$1,000,000,000
6.50% Notes due June 2, 2014
The Notes are offered for sale in the United States of America, Europe and Asia.
The Notes bear interest at the rate of 6.50% per year, accruing from June 2, 2004. Interest on the Notes is
payable on June 2 and December 2 of each year commencing December 2, 2004. The Notes will mature on June 2,
2014. The Notes will not be redeemable prior to maturity.
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Notes will contain provisions regarding acceleration and future modifications to their terms that differ
from those applicable to South Africa's outstanding external debt issued prior to May 16, 2003. Under these
provisions, which are described beginning on page 9 of the accompanying Prospectus, South Africa may amend the
payment provisions of the Notes with the consent of the holders of 75% of the aggregate principal amount of the
outstanding Notes.
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. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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Per Note
Total
Public Offering Price(1)

98.688%
US$986,880,000
Underwriting Discount

0.250%
US$ 2,500,000
Proceeds, before expenses, to South Africa

98.438%
US$984,380,000
(1) Plus accrued interest from June 2, 2004, if settlement occurs after that date.
The Underwriters expect to deliver the Notes in book-entry form through the Depository Trust Company
("DTC") as well as through the facilities of other clearing systems that participate in DTC, including Clearstream
Banking, société anonyme, ("Clearstream, Luxembourg") and the Euroclear System ("Euroclear"), on or about
June 2, 2004.

Barclays Capital

JPMorgan
Rand Merchant Bank -- A division of FirstRand Bank Limited
May 25, 2004

TABLE OF CONTENTS
Prospectus Supplement

Page

Forward-Looking Information
S-5
Summary of the Offering
S-6
Recent Developments
S-8
Use of Proceeds
S-17
Description of Notes
S-18
Clearing and Settlement
S-25
Underwriting
S-28
Validity of the Notes
S-30
Incorporation of Certain Documents by Reference
S-30
General Information
S-31
Prospectus

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Page

Incorporation of Certain Documents by Reference
2
Use of Proceeds
3
Description of Debt Securities
3
Description of Warrants
11
Plan of Distribution
12
Official Statements
13
Validity of the Securities
13
Authorized Representative
13
Further Information
13
You should rely on the information contained in this Prospectus Supplement, the accompanying Prospectus
dated August 20, 2003 (the "Prospectus"), the Annual Report on Form 18-K filed with the U.S. Securities and
Exchange Commission (the "Commission") on December 19, 2003 (the "Annual Report"), Amendment No. 1 to the
Annual Report on Form 18-K/A filed with the Commission on February 27, 2004 (the "Amendment No. 1") and
Amendment No. 2 to the Annual Report on Form 18-K/A filed with the Commission on May 11, 2004 (the
"Amendment No. 2," and together with the Amendment No. 1, the "Amendments to the Annual Report") (which are
incorporated by reference into the Prospectus) of the Republic of South Africa ("South Africa" or the "Republic"),
which contain information regarding South Africa and other matters, including a description of certain terms of the
securities of the government of South Africa (the "National Government" or the "South African government"). See
"Incorporation of Certain Documents By Reference" in the Prospectus. Further information regarding South Africa
and the notes referred to on the front cover of this Prospectus Supplement (the "Notes") offered hereby may be found
in registration statement Nos. 333-11546, 33-85932 and 333-107393 (the "Registration Statements") relating to the
securities of the South African government described in the Prospectus, on file with the Commission. We have not,
and the Underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not, and the Underwriters
are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this Prospectus Supplement and the Prospectus, as well as the information
we previously filed with the Commission, is accurate as of the dates on the front cover of this Prospectus
Supplement, the Prospectus, the Annual Report and the Amendments to the Annual Report, as the case may be, only.
If the information in this Prospectus Supplement differs from the information contained in the Prospectus, you should
rely on the information in this Prospectus Supplement.
The Notes will constitute controlled securities as defined in the South African Exchange Control Regulations,
1961 (as amended), and as such may not be acquired by any person who is a resident of South Africa except in
accordance with such Regulations and the directives or authorities issued or granted by the Exchange Control
Department of the South African Reserve Bank in respect of those Regulations from time to time.
Each of the Underwriters has represented and agreed that (i) no offering memorandum (including any
amendment, supplement or replacement thereto and this Prospectus Supplement) subject to the approval (visa) of the
Autorité des marchés financiers has been prepared in connection with any offer for subscription or sale of the Notes,
(ii) it has not offered or sold, directly or indirectly, any Notes in France, except to qualified investors (investisseurs
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qualifiés) acting for their own account as defined in article L.411-2 of the French Code Monétaire et Financier and
Décret no. 98-880 dated October 1, 1998 and that the direct or indirect resale to the public in France of any Notes
acquired by such qualified investors may be made only as provided by articles L.412-1 and L.621-8 of the French
Code Monétaire et Financier and applicable regulations thereunder, and (iii) it has not released, issued or distributed
or caused to be released, issued or distributed to the public in France, or used in connection with any offering in
respect of the Notes to the public in France this Prospectus Supplement, or any other offering material or information
contained therein relating to the Notes other than to those qualified investors.
No action has been or will be taken in the Federal Republic of Germany that would permit a public offering of
the Notes, or distribution of a prospectus or any other offering material relating to the Notes. In particular, no sales
prospectus (Verkaufsprospekt) within the meaning of the German Securities Sales Prospectus Act (Wertpapier-
Verkaufsprospektgesetz) of December 13, 1990, as amended (the "Sales Prospectus Act"), has been or will be
published within the Federal Republic of Germany. Accordingly, any offer or sale of the Notes or any distribution of
offering material relating to the Notes within the Federal Republic of Germany may only be made based on an
exemption from the sales prospectus requirement under the Sales Prospectus Act.
The offer of the Notes has not been submitted for clearance to the Italian Securities Exchange Commission
(Commissione Nazionale per le Società e la Borsa) ("CONSOB"). No Notes will be offered, sold or delivered nor
copies of the Prospectus and Prospectus Supplement or any other document relating to the Notes or the offer of the
Notes will be distributed in Italy other than to professional investors (investitori professionali), as defined in
Article 31, paragraph 2 of CONSOB Regulation No. 11522 of July 1, 1998 ("Regulation No. 11522"), and in
accordance with Italian securities, banking, tax and exchange control, and all other applicable laws and regulations.
Any such permitted offer, sale or delivery of the Notes or distribution of copies of the Prospectus and Prospectus
Supplement or any other document relating to the Notes or the offer of the Notes in Italy will be:
· made by investment firms, banks or financial intermediaries permitted to conduct such activities in the
Republic of Italy in accordance with Legislative Decree No 385 of September 1,1993 (the "Italian Banking
Law"), Decree No. 58 of February 24, 1998, Regulation No. 11522, as amended, and any other applicable laws
and regulations;
· in compliance with Article 129 of the Italian Banking Law and the implementing instructions of the Bank of
Italy, pursuant to which the issue or placement of Notes to investors in Italy is conditioned upon obtaining
authorization from the Bank of Italy. Application for such authorization has been made and is currently
pending; and
· in compliance with any other applicable notification requirement or limitation which may be imposed upon the
offer of the Notes in Italy by CONSOB or the Bank of Italy.
Any investor purchasing the Notes in the offer is solely responsible for ensuring that any offer or resale of the
Notes it purchased occurs in compliance with applicable laws and regulations.
The offering documents and the information contained therein is intended only for the use of its recipient and
is not to be distributed to any third party resident or located in Italy for any reason. No person resident or located in
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Italy other than the original recipients of this document may rely on it or its content.
The Notes may only be offered in the Netherlands to persons who trade or invest in securities in the conduct of
their profession or business, which includes banks, securities intermediaries (including dealers and brokers),
insurance companies, pension funds, other institutional investors and treasury departments and finance companies of
large enterprises which regularly, or as ancillary activity, invest in securities.
This document is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professional falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2001 (the "Order") or (iii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of its contents.
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In connection with this offer, Barclays Capital Inc. or any person acting for Barclays Capital Inc. may overallot
or effect transactions with a view to supporting the market price of the Notes at a level higher that that which might
otherwise prevail for a limited period after the issue date. However, there may be no obligation on Barclays Capital
Inc. or any agent of such Underwriter to do this. Such stabilizing, if commenced, may be discontinued at any time,
and must be brought to an end after a limited period.
The Luxembourg Stock Exchange takes no responsibility for the contents of this Prospectus Supplement, the
Prospectus, the Annual Report or the Amendments to the Annual Report, makes no representations as to their
accuracy or completeness and expressly disclaims any liability for any loss arising from or in reliance upon the whole
or any part of the contents of this Prospectus Supplement, the Prospectus, the Annual Report or the Amendments to
the Annual Report. The South African government accepts full responsibility for the accuracy of the information
contained in this Prospectus Supplement, the Prospectus, the Annual Report and the Amendments to the Annual
Report and confirms, having made all reasonable inquiries, that to the best of its knowledge and belief there are no
other facts the omission of which would make any statement herein or in the Prospectus, the Annual Report or the
Amendments to the Annual Report misleading in any material respect.
In this Prospectus Supplement, all amounts are expressed in South African rand ("R" or "rand"), or U.S.
dollars ("US$", "$" or "dollars"), except as otherwise specified. See "The External Sector of the Economy--
Reserves and Exchange Rates" in the Annual Report for the average rates for the rand against the dollar for the
period 1997 through November 2003. On May 24, 2004, the noon buying rate for cable transfers of rand, as reported
by the Federal Reserve Bank of New York, was 6.6550 rand per dollar (or 15.03 U.S. cents per rand).
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 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 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 doubt as to the enforceability of liabilities based on the
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 Prospectus.
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Table of Contents
FORWARD-LOOKING INFORMATION
This Prospectus Supplement, the Prospectus, the Annual Report and the Amendments to the Annual Report
contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended. Statements that are not historical facts, including statements with respect to certain of the expectations,
plans and objectives of South Africa and the economic, monetary and financial conditions of the Republic, are
forward-looking in nature. These statements are based on current plans, estimates and projections, and therefore you
should not place undue reliance on them. Forward-looking statements speak only as of the date that they are made,
and South Africa undertakes no obligation to publicly update any of them in light of new information or future
events.
Forward-looking statements involve inherent risks and uncertainties. South Africa cautions you that a number of
important factors could cause actual results to differ materially from those contained in any forward-looking
statement. 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

· 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.
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