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Amendments to the applicable Pricing Supplement of the IMRP6 Redeemable Unsecured Listed Programme Preference Shares

Published: 2022-08-15 16:27:19 ET
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Investec Bank (Mauritius) Limited
Incorporated in the Republic of Mauritius
Company Registration number 8752/3362
Business Registration number C09008752
JSE Share Code: IMRP6
JSE Issuer Share Code: IVES
ISIN: MU0455S00057
LEI Number: 213800VEN92NOOOJF520
(IBM or the Bank)


NOTIFICATION OF AMENDMENTS TO THE APPLICABLE PRICING SUPPLEMENT OF THE IMRP6
REDEEMABLE UNSECURED LISTED PROGRAMME PREFERENCE SHARES ISSUED BY
INVESTEC BANK (MAURITIUS) LIMITED

Pursuant to paragraph 6.56(b)(iv) of the Debt Listings Requirements, notice was given to Programme
Preference Shareholders of the IMRP6 Preference Shares in relation to the amendments to the IMRP6
applicable pricing supplement, under its ZAR6,000,000,000 Medium Term Note and Preference Share
Programme Memorandum.

The proposed amendments to the terms of the Preference Shares are as follows:

(i)      the insertion of the words “With effect from 31 August 2022 (“the Amendment Date”)“ at
         the beginning of the first paragraph on page 1 of the Amended and Restated Pricing
         Supplement;

(ii)     by the deletion of the word “London” in clause 20 of the Applicable Pricing Supplement;

(ii)     the deletion of clause 36(a) and the insertion of a new clause 36(a) as follows:

         “36(a) Dividend Rate(s):               With effect from and including the Amendment Date
                                                the current Dividend Rate shall reset and will be the
                                                Reference Rate or the Replacement Reference Rate
                                                (as defined in item 64 below), as the case may be,
                                                plus the Margin, all as determined by the Calculation
                                                Agent based on the rate that was published on the
                                                applicable Dividend Rate Determination Date.”

(iv)     the deletion of all references to 1.42% in clause 38 of the Applicable Pricing Supplement
         and its replacement with 1.2%;

(v)      the deletion of clause 40 and the insertion of a new clause 40 as follows:
         “40.      If Screen Determination                      Applicable

         (a)      Reference Rate (including                    Term SOFR (as defined in item
                  relevant period by reference                 64 below)
                  to which the Dividend Rate is
                  to be calculated)

         (b)      Dividend Rate Determination                  two (2) Business Days before the
                  Date(s)                                      first day of the Dividend Period

         (c)      Relevant Screen page and                     CME Term SOFR 3 Month published
                  Reference Code                               on Bloomberg page, TSFR3M Index”
         (d)      Relevant Time                                6:00 am New York City time”

(vi)     the deletion of the definition of “Amendment Date” in clause 64 of the Applicable Pricing
         Supplement and the insertion of a new definition as follows:

         “Amendment Date” means 31 August 2022;”

(vii)    the deletion of the definitions of “Benchmark Rate Replacement Event”, “London Banking
         Day”, “Reference Banks” and “3 Month USD Libor” in clause 64 of the Applicable Pricing
         Supplement in their entirety;

(viii)   the insertion of the definition of “Reference Rate” in clause 64 of the Applicable Pricing
         Supplement as follows:

         “Reference Rate” means, initially, Term SOFR (as defined below), provided that if the
         Issuer determines that a Reference Rate Replacement Event has occurred, then
         "Reference Rate" shall mean the applicable Replacement Reference Rate;
(ix)     the insertion of the definition of “Reference Rate Replacement Event” in clause 64 of the
         Applicable Pricing Supplement as follows:
         “Reference Rate Replacement Event” means, the occurrence of the following:

         (a)      the methodology, formula or other means of determining the Reference Rate has,
                  in the opinion of the Calculation Agent, materially changed; or

         (b)      in the reasonable opinion of the Calculation Agent, acting in good faith, the
                  Reference Rate is no longer appropriate for the purposes of calculating the
                  Dividend Rate under the Programme Preference Shares after taking account of
                  the effect of the replacement (or proposed replacement) or the discontinuance (or
                  proposed discontinuance) of the Reference Rate.”

(x)      the insertion of the definition of “Replacement Reference Rate” in clause 64 of the
         Applicable Pricing Supplement as follows:

         “Replacement Reference Rate” means the reference rate determined by the Calculation
         Agent, acting reasonably and in good faith, to be an appropriate successor to the Reference
         Rate;”

(xi)     the deletion of the definition of “Repricing Date” in clause 64 of the Applicable Pricing
         Supplement and the insertion of a new definition as follows:

         “Repricing Date” means 29 August 2025

(xii)    the insertion of the definition of “SOFR” in clause 64 of the Applicable Pricing Supplement
         as follows:

         "SOFR" means the secured overnight financing rate (SOFR) administered by the Federal
         Reserve Bank of New York (or any other person which takes over the administration of that
         rate) published (before any correction, recalculation or republication by the administrator)
         by the Federal Reserve Bank of New York (or any other person which takes over the
         publication of that rate). If, for whatever reason, Term SOFR is not published on the rate
         setting date as stated above, then the rate used will be that as published by the relevant
         administrator/website for the first preceding Business Day, for which such rate was
         published on such administrator’s website so long as such first preceding Business Day is
         not more than five (5) Business Days prior to the rate setting date;”

(xiii)   the insertion of the definition of “Term SOFR” in clause 64 of the Applicable Pricing
         Supplement as follows:

         “Term SOFR” means, in relation to a Dividend Period, the forward-looking term SOFR
         administered by CME Group Benchmark Administration Limited (or any other person which
         takes over the administration of that rate) for a period of 3 months, as published by CME
         Group Benchmark Administration Limited (or any other person which takes over the
         publication of that rate) as of 6:00 a.m. (New York City time) on the relevant Dividend Rate
         Determination Date (before any correction, recalculation or republication by the
         administrator);”

(xiv)    the deletion in the paragraph “4) USD LIBOR replacement” in clause 64 of the Applicable
         Pricing Supplement of the words “USD LIBOR” and the insertion of the words “Reference
         Rate”” instead, as well as by the deletion of the word “Benchmark” and the insertion of the
         word “Replacement” instead;”

A copy of the Programme Preference Shareholder Resolution must also be emailed to Investec Bank
Limited to Rooksana.Saleh@investec.co.za not later than 17h00 on 19 August 2022.

The results of written extraordinary resolution will be released on SENS within 48 hours after the
required approval percentage is obtained.


By order of the board


P Jeewooth
Company Secretary
Investec Bank (Mauritius) Limited


15 August 2022


Sponsor:
Investec Bank Limited