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FRC428 FRC436 - Notice of request for Written Consent of Noteholders

Published: 2022-10-14 12:55:29 ET
<<<  go to JSE:FSR company page
FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1929/001225/06)
Issuer code: FRII
LEI: ZAYQDKTCATIXF9OQY690
Bond code: FRC428       ISIN: ZAG000188954
Bond code: FRC436       ISIN: ZAG000189515
(FRB or the issuer)



NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH CONDITION 24 OF THE FIRSTRAND
BANK LIMITED ZAR60 000 000 000 NOTE PROGRAMME

1.   This notice of request for consent (this consent request) is delivered by the issuer to each holder of notes (as defined below) (the
     noteholders) issued under the FirstRand Bank Limited ZAR60 000 000 000 Note Programme (the programme) established pursuant
     to a programme memorandum dated 29 November 2011, as amended (the programme memorandum) in accordance with Condition
     22 (Notices) of the section headed “Terms and Conditions of the Notes” in the programme memorandum (the terms and conditions),
     for purposes of obtaining the noteholders’ written consent required in terms of Condition 24 (meeting of noteholders) to amend and
     restate the terms and conditions of the following applicable pricing supplements:
     1.1. applicable pricing supplement dated 11 August 2022 (the FRC428 applicable pricing supplement) in relation to the issue of
            ZAR20 000 000 credit-linked notes with a scheduled termination date of 21 June 2027 (stock code: FRC428) (the FRC428
            notes),
     1.2. applicable pricing supplement dated 30 August 2022 (the FRC436 applicable pricing supplement) in relation to the issue of
            ZAR25 000 000 credit-linked notes with a scheduled termination date of 21 June 2027 (stock code: FRC436) (the FRC436
            notes);
     1.3. the FRC428 notes and the FRC436 notes, together constituting the notes and the FRC428 applicable pricing supplement and
            the FRC436 applicable pricing supplement, together constituting the applicable pricing supplements.
2.   Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the terms and conditions
     where the context requires.
3.   The issuer seeks the noteholders’ consent in accordance with Condition 23.3 (Amendment of These Conditions) of the terms and
     conditions to amend and restate the terms and conditions of the applicable pricing supplements to reflect the changes highlighted in
     the revised versions of each applicable pricing supplement (the proposed amendments), annexed as Schedules 1 to 2 of the notice
     disseminated by Strate Proprietary Limited (Strate), by completing the Consent Notice, annexed as Schedule 3 of the notice
     disseminated by Strate, and delivering the same to the registered office of the relevant Participant that provided said noteholder with
     the Consent Notice, and providing a copy thereof to Strate on Strate-CDAdmin@strate.co.za, FRB, acting through its Rand
     Merchant Bank division (as Dealer) on sorelle.gross@rmb.co.za and the issuer on lynette.fortuin@rmb.co.za by no later than 12h00
     on Friday, 11 November 2022 in accordance with the terms and conditions of Schedule 3. The relevant Participant will then notify
     Strate of the total number of Consent Notices received, both in favour and not in favour of the proposed amendments. The rationale
     for the proposed amendments is to align the interest payment dates of the notes with their respective underlying credit default swap
     payment dates.
4.   This Notice is being delivered to Strate in accordance with Condition 23 (Amendment of These Conditions) as read with
     Condition 22 (Notices) of the terms and conditions. The record date to receive this Notice is Thursday, 13 October 2022.



14 October 2022

Debt sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)