Obligation Absa Group Ltd 6.375% ( XS2339102878 ) en USD

Société émettrice Absa Group Ltd
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Afrique du Sud
Code ISIN  XS2339102878 ( en USD )
Coupon 6.375% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Absa Group Ltd XS2339102878 en USD 6.375%, échéance Perpétuelle


Montant Minimal 200 000 USD
Montant de l'émission 500 000 000 USD
Prochain Coupon 27/05/2025 ( Dans 111 jours )
Description détaillée 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 XS2339102878, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle







IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) AND ARE OUTSIDE THE
UNITED STATES.
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 from time to time, each time you
receive any information from: (i) Absa Group Limited (the "Issuer"); or (ii) Absa Bank Limited, Barclays Bank
PLC, HSBC Bank plc, Merrill Lynch International or Standard Chartered Bank as joint bookrunners (together,
the "Joint Bookrunners") as a result of such access. The Prospectus has been prepared solely in connection with
the proposed offering of the securities 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 WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S.
PERSONS (AS DEFINED UNDER REGULATION S) EXCEPT 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 on marketing and sales to retail investors
1.
The Notes are complex financial instruments. They are not a suitable or appropriate investment for all
investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein).
2.

a.
In the United Kingdom (the "UK") the Financial Conduct Authority ("FCA") Conduct of
Business Sourcebook ("COBS") requires, in summary, that the Notes should not be offered or
sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the UK.
b.
Certain of the Joint Bookrunners are required to comply with COBS.






c.
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest
in the Notes) from the Issuer and/or the Joint Bookrunners, each prospective investor represents,
warrants, agrees with and undertakes to the Issuer and each of the Joint Bookrunners that:
i.
it is not a retail client in the UK; and
ii.
it will not sell or offer the Notes (or any beneficial interest therein) to retail clients in
the UK or communicate (including the distribution of the attached document) or
approve an invitation or inducement to participate in, acquire or underwrite the Notes
(or any beneficial interests therein) where that invitation or inducement is addressed
to or disseminated in such a way that it is likely to be received by a retail client in the
UK.
d.
In selling or offering the Notes or making or approving communications relating to the Notes
you may not rely on the limited exemptions set out in COBS.
3.
The obligations in paragraph 2 above are in addition to the need to comply at all times with all other
applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic
Area (the "EEA") or the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or
any beneficial interests therein), whether or not specifically mentioned in the attached document,
including (without limitation) any requirements under the Markets in Financial Instruments Directive
2014/65/EU (as amended) ("EU MiFID II") or the UK FCA Handbook as to determining the
appropriateness and/or suitability of an investment in the Notes (or any beneficial interests therein) for
investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the
Joint Bookrunners, the foregoing representations, warranties, agreements and undertakings will be given
by and be binding upon both the agent and its underlying client.
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 EU MiFID II or; (ii) a customer within the meaning of Directive 2016/97/EU, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU 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 EU PRIIPs Regulation.
Prohibition of Sales to UK 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 United
Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act, 2000 (the "FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK
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 not a U.S. person (within the meaning of Regulation S), or acting for the account or benefit
of a U.S. person, 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 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 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 distributed 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 made by such Joint Bookrunner
or such affiliate on behalf of the Issuer in such jurisdiction.











ABSA GROUP LIMITED
(incorporated under the laws of the Republic of South Africa)
U.S.$500,000,000 Fixed Rate Reset Write-Off Notes
The issue price of the U.S.$500,000,000 Fixed Rate Reset Write-Off Notes (the "Notes") of Absa Group Limited
(the "Issuer") is 100% of their principal amount (the "Issue Price").
The Notes are perpetual securities for which there is no fixed redemption date and the Issuer shall (subject to the
provisions of Condition 2 (Form, Denomination and Status) and Condition 10 (Events of Default) and without
prejudice to the provisions of Condition 11 (Prescription)) only have the right to redeem or repurchase Notes in
accordance with the provisions of Condition 6 (Redemption and Purchase; Substitution and Variation). See
"Terms and Conditions of the Notes - Redemption and Purchase; Substitution and Variation". The Notes are
unsecured.
From (and including) 27 May 2021 (the "Issue Date") to (but excluding) 27 November 2026 (the "First Reset
Date"), the interest rate on the Notes will be 6.375% per annum. From (and including) the First Reset Date, the
applicable per annum interest rate will be equal to the relevant Reset Interest Rate (as provided in "Terms and
Conditions of the Notes ­ Interest"). Subject to the terms and conditions set out herein, interest will be payable
semi-annually in arrear on 27 May and 27 November of each year (each, an "Interest Payment Date"),
commencing on 27 November 2021.
The Issuer shall be obliged to pay interest on each Interest Payment Date unless: (a) it elects not to pay the relevant
interest amount on such Interest Payment Date in whole or in part and for any reason; (b) it is in breach of either
(i) the Capital Regulations or (ii) the Solvency Condition on the business day prior to such Interest Payment Date
or would be in breach of the Capital Regulations or the Solvency Condition if the relevant interest amount were
paid on such Interest Payment Date; or (c) at any time the Prudential Authority imposes a mandatory prohibition
on the payment by the Issuer of such interest amount.
The rights and claims of the Noteholders will be subordinated to the claims of Senior Creditors (as defined herein).
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 ("South Africa") to the extent described under "Terms and Conditions of
the Notes - Taxation".
As further described herein, if a Non-Viability Trigger 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
­ Loss Absorption following a Non-Viability Trigger Event".
This Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is
the competent authority under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended (the "EUWA") (the "Prospectus Regulation") as a
prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard
to the issue of the Notes. The FCA has only approved this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation Rules sourcebook in the FCA
Handbook. Such an approval should not be considered as an endorsement of the Issuer nor as an endorsement of
the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to
the suitability of investing in such 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 Main Market of the London Stock Exchange plc (the "London
Stock Exchange").
The Issuer has obtained the prior written approval of the Financial Surveillance Department (the "FSD")
of the South African Reserve Bank ("SARB") and the Prudential Authority 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 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 or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Pursuant to the FCA Conduct of Business Sourcebook ("COBS"), the Notes are not intended to be offered, sold
or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined
in COBS 3.4) in the United Kingdom (the "UK"). Prospective investors are referred to the section headed
"Important Notice" of this Prospectus for further information.
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.
Investors should reach their own investment decision about the Notes only after consultation with their
own financial and legal advisers about risks associated with an investment in the Notes and the suitability
of investing in the Notes in light of the particular characteristics and terms of the Notes, which are complex
in structure and operation, and in light of each investor's particular financial circumstances.
The Notes are expected to be rated B2 by Moody's Investors Service Cyprus Ltd ("Moody's"). Moody's is
established in the European Economic Area (the "EEA") and registered under Regulation (EC) No. 1060/2009 on
credit rating agencies (as amended) (the "EU CRA Regulation"). Moody's is not established in the United
Kingdom. The rating Moody's has given to the Notes is endorsed by Moody's Investors Service Ltd in accordance
with Regulation (EU) No 1060/2009 on credit rating agencies as it forms part of domestic law of the United
Kingdom by virtue of the EUWA (the "UK CRA Regulation") and has not been withdrawn. As such, the ratings
issued by Moody's may be used for regulatory purposes in the United Kingdom in accordance with the UK 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.


Joint Bookrunners

Absa
Barclays
BofA Securities
HSBC
Standard Chartered Bank
25 May 2021

- ii -





CONTENTS
Page
IMPORTANT NOTICES ....................................................................................................................................... 1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................. 6
OVERVIEW ......................................................................................................................................................... 10
RISK FACTORS .................................................................................................................................................. 19
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 37
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 38
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ....................................... 61
THE BANKING SECTOR IN SOUTH AFRICA ................................................................................................ 63
REGULATORY ENVIRONMENT ..................................................................................................................... 67
DESCRIPTION OF THE GROUP'S BUSINESS ................................................................................................ 72
MANAGEMENT AND GOVERNANCE ........................................................................................................... 88
RISK MANAGEMENT ..................................................................................................................................... 100
EXCHANGE CONTROLS ................................................................................................................................ 115
USE OF PROCEEDS ......................................................................................................................................... 116
TAXATION ....................................................................................................................................................... 117
SUBSCRIPTION AND SALE ........................................................................................................................... 121
GENERAL INFORMATION ............................................................................................................................. 125


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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus and declares that the information
contained in this Prospectus to the best of its knowledge is in accordance with the facts and this Prospectus
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 and the outlook for public finances was derived from the
National Treasury of South Africa (the "National Treasury") Investor Roadshow Presentation dated 4 March
2021. 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 to 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 the Issuer or the Joint
Bookrunners.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
incorporated by reference"), the information on the websites to which this Prospectus refers does not form part
of this Prospectus and has not been scrutinised or approved by the FCA.
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 (financial 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 or to, or for the account or benefit of, U.S. persons, 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.
Certain figures included 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 shown as totals in certain tables
may not be an arithmetic aggregation of the figures which precede them.
Prohibition on marketing and sales to retail investors
1.
The Notes are complex financial instruments. They are not a suitable or appropriate investment for all
investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or

- 1 -





published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein).
2.

a.
In the UK the Financial Conduct Authority ("FCA") Conduct of Business Sourcebook
("COBS") requires, in summary, that the Notes should not be offered or sold to retail clients (as
defined in COBS 3.4 and each a "retail client") in the UK.
b.
Certain of the Joint Bookrunners are required to comply with COBS.
c.
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest
in the Notes) from the Issuer and/or the Joint Bookrunners, each prospective investor represents,
warrants, agrees with and undertakes to the Issuer and each of the Joint Bookrunners that:
i.
it is not a retail client in the UK; and
ii.
it will not sell or offer the Notes (or any beneficial interest therein) to retail clients in
the UK or communicate (including the distribution of this Prospectus) or approve an
invitation or inducement to participate in, acquire or underwrite the Notes (or any
beneficial interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a retail client in the UK.
d.
In selling or offering the Notes or making or approving communications relating to the Notes
you may not rely on the limited exemptions set out in COBS.
3.
The obligations in paragraph 2 above are in addition to the need to comply at all times with all other
applicable laws, regulations and regulatory guidance (whether inside or outside the EEA or the UK)
relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial interests
therein), whether or not specifically mentioned in this Prospectus, including (without limitation) any
requirements under the Markets in Financial Instruments Directive 2014/65/EU (as amended) ("EU
MiFID II") or the UK FCA Handbook as to determining the appropriateness and/or suitability of an
investment in the Notes (or any beneficial interests therein) for investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the
Joint Bookrunners, the foregoing representations, warranties, agreements and undertakings will be given
by and be binding upon both the agent and its underlying client.
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 EU MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU 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 EU PRIIPs Regulation.
Prohibition of Sales to UK 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 United
Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act,
2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK

- 2 -





PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Product Classification pursuant to Section 309B of the SFA ­ In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are "prescribed capital markets
products" (as defined in the CMP Regulations 2018).
UK MiFIR 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 only eligible counterparties, as defined in
COBS, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA ("UK MiFIR"); 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 UK MiFIR 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, Merrill Lynch International (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 institutions 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 carefully, in light of their own
financial circumstances and investment objectives, all the information contained in this Prospectus.

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FORWARD-LOOKING STATEMENTS
Certain information contained in this Prospectus and any documents incorporated by reference, including any
information as to the strategy of the Group (as defined below), 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; the impact of the COVID-19 pandemic on the Group's operations and financial results; 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 markets; 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. Additional
factors that could cause actual results, performance or achievements to differ materially include, but are not limited
to, those discussed under the section of this Prospectus entitled "Risk Factors".
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.
Any forward-looking statements made in this Prospectus have not been reviewed nor reported on by Ernst &
Young Inc. ("EY"), the independent auditor of the Issuer.

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Document Outline