AMENDED AND RESTATED APPLICABLE PRICING SUPPLEMENT PPC LTD

Transcription

1 AMENDED AND RESTATED APPLICABLE PRICING SUPPLEMENT PPC LTD (Incorporated in the Republic of South Africa with limited liability under registration number 1892/000667/06) unconditionally and irrevocably guaranteed by PPC CEMENT SA PROPRIETARY LIMITED (Incorporated in the Republic of South Africa with limited liability under registration number 2009/005305/07) Issue of ZAR750,000,000 Senior Unsecured Floating Rate Notes due 31 October 2019 Under its ZAR6,000,000,000 Domestic Medium Term Note Programme This Amended and Restated Applicable Pricing Supplement must be read in conjunction with the Programme Memorandum, dated 18 March 2013, prepared by PPC Ltd in connection with the PPC Ltd ZAR6,000,000,000 Domestic Medium Term Note Programme, as amended and/or supplemented from time to time (the Programme Memorandum). Any capitalised terms not defined in this Amended and Restated Applicable Pricing Supplement shall have the meanings ascribed to them in the section of the Programme Memorandum headed Terms and Conditions of the Notes. This document constitutes the Amended and Restated Applicable Pricing Supplement relating to the issue of Notes described herein. The Notes described herein are issued on and subject to the Terms and Conditions as amended and/or supplemented by the Terms and Conditions contained in this Amended and Restated Applicable Pricing Supplement. To the extent that there is any conflict or inconsistency between the contents of this Amended and Restated Applicable Pricing Supplement and the Programme Memorandum, the provisions of this Amended and Restated Applicable Pricing Supplement shall prevail. : Font: 8 pt : Space Before: 6 pt Deleted: Deleted: : Font: 10 pt, Bold, Not Italic, Font color: Auto Deleted: PARTIES 1. Issuer PPC Ltd 2. Guarantors Programme Guarantor PPC Cement SA Proprietary Limited (PPC Cement); and Notes Guarantors Absa Bank Limited, acting through its Corporate and Investment Banking division; FirstRand Bank Limited, acting through its Rand Merchant Bank division; Nedbank Limited, acting through its Corporate and Investment Banking division and The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division, (collectively, the Notes Guarantors, and the guarantee provided by the Notes Deleted: Guarantor

2 3. Dealer(s) Guarantors on the terms attached hereto as Appendix D, the Notes Guarantee) For the avoidance of doubt, references in the Programme Memorandum to Guarantor(s) and Additional Guarantor(s), shall not be construed as references to the Notes Guarantors Similarly, references to the Guarantee in the Programme Memorandum shall not be construed as references to the Notes Guarantee. 4. Managers Absa Corporate and Investment Bank, a division of Absa Bank Limited; Quartile Capital Proprietary Limited; and The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division; 5. Debt Sponsor Absa Corporate and Investment Bank, a division of Absa Bank Limited 6. Paying Agent Rand Merchant Bank, a division of FirstRand Bank Limited Specified Address 1 Merchant Place, Cnr Fredman Drive and Rivonia Road, Sandton, 2196, South Africa 7. Calculation Agent Rand Merchant Bank, a division of FirstRand Bank Limited Specified Address 1 Merchant Place, Cnr Fredman Drive and Rivonia Road, Sandton, 2196, South Africa 8. Transfer Agent Rand Merchant Bank, a division of FirstRand Bank Limited Specified Address PROVISIONS RELATING TO THE NOTES 9. Status of Notes Senior Unsecured 10. Series Number Tranche Number Aggregate Nominal Amount: (a) Series ZAR750,000,000 (b) Tranche ZAR750,000, Interest Interest-bearing 14. Interest Payment Basis Floating Rate 15. Automatic/Optional Conversion from one Interest/Redemption/Payment Basis to another 1 Merchant Place, Cnr Fredman Drive and Rivonia Road, Sandton, 2196, South Africa 16. Form of Notes The Notes in this Tranche will be listed and are issued in uncertificated form and held by the CSD Table BG Page 2

3 17. Issue Date 10 July Nominal Amount per Note ZAR1,000, Specified Denomination ZAR1,000, Specified Currency ZAR 21. Issue Price 100 percent 22. Interest Commencement Date 10 July Maturity Date 31 October Applicable Business Day Convention Following Business Day 25. Final Redemption Amount 100% of Nominal Amount 26. Last Day to Register by 17h00 on 20 October, 20 January, 19 April and 20 July of each year until the Maturity Date 27. Books Closed Period The Register will be closed from 21 October to 30 October, 21 January to 30 January, 20 April to 29 April and from 21 July to 30 July (all dates inclusive) of each year until the Maturity Date 28. Default Rate FIXED RATE NOTES FLOATING RATE NOTES 29. (a) Floating Interest Payment Date(s) 31 October, 31 January, 30 April and 31 July, of each year until the Maturity Date with the first Interest Payment Date being 31 October 2014 (b) Interest Periods From and including the applicable Interest Payment Date and ending on but excluding the following Interest Payment Date, the first Interest Period commencing on 10 July 2014 and ending the day before the next Interest Payment Date (c) Definition of Business Day (if different from that set out in Condition 1) (Interpretation) (d) Minimum Rate of Interest (e) Maximum Rate of Interest (f) Other terms relating to the method of calculating interest (e.g.: Day Count Fraction, rounding up provision) 30. Manner in which the Rate of Interest is to be determined Screen Rate Determination 31. Margin 148 basis points to be added to the Reference Rate from the Issue Date to but excluding the Election Cut-off Date [and from and including the last day of the Extended Redemption Period, being 1 November 2016 to but excluding the Maturity Date] BG Page 3

4 32. If ISDA Determination: (a) Floating Rate (b) Floating Rate Option (c) Designated Maturity (d) Reset Date(s) (e) ISDA Definitions to apply 33. If Screen Determination: (a) (b) (c) Reference Rate (including relevant period by reference to which the Rate of Interest is to be calculated) Interest Rate Determination Date(s) Relevant Screen Page and Reference Code 34. If Rate of Interest to be calculated otherwise than by ISDA Determination or Screen Determination, insert basis for determining Rate of Interest/Margin/ Fallback provisions 35. Calculation Agent responsible for calculating amount of principal and interest ZERO COUPON NOTES PARTLY PAID NOTES MIXED RATE NOTES INDEX-LINKED NOTES DUAL CURRENCY NOTES EXCHANGEABLE NOTES 300 basis points shall accrue from and including day immediately following the Election Cut-off Date, being 25 June 2016 to but excluding the last day of the Extended Redemption Period, being 1 November 2016 For purposes of this Applicable Pricing Supplement, the following terms shall bear the following meanings: Election Cut-off Date means 24 June 2016; and Extended Redemption Period means the extended period within which the Issuer has to redeem the Notes under Condition of the Terms and Conditions, being 90 Business Days from the Election Cut-off Date. 3 month ZAR-JIBAR 31 October, 31 January, 30 April and 31 July, of each year until the Maturity Date with the first Interest Rate Determination Date being 7 July 2014 Reuters page 0#SFXmm: or successor page FirstRand Bank Limited, acting through its Rand Merchant Bank division BG Page 4

5 OTHER NOTES PROVISIONS REGARDING REDEMPTION/MATURITY 36. Redemption at the Option of the Issuer: No 37. Redemption at the Option of the Senior Noteholders: 38. Redemption in the event of a Change of Control at the election of Noteholders pursuant to Condition 11.5 (Redemption in the event of a Change of Control) or any other terms applicable to a Change of Control 39. Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default (if required). 40. Redemption in the event of a Rating Downgrade at the election of Noteholders pursuant to Condition 11.6 (Redemption in the event of a Rating Downgrade) GENERAL No Yes, subject to item 51 below Yes, subject to item 51 below Yes, please see item 51 for more information 41. Financial Exchange Interest Rate Market of the JSE 42. Additional selling restrictions 43. ISIN No. ZAG Stock Code PPC Stabilising manager 46. Provisions relating to stabilisation 47. Method of distribution Dutch Auction 48. Credit Rating assigned to the Issuer as at the Issue Date Credit Rating assigned to the Issuer as at the Election Cut-off Date zaa+ National Long Term and zaa-2 National Short Term as at 6 May 2014 and will be reviewed annually zabb- National Long Term and zab National Short Term as at 31 May 2016 and will be reviewed annually 49. Applicable Rating Agency Standard & Poor s Ratings Services (S&P) 50. Governing law (if the laws of South Africa are not applicable) 51. Other provisions Guarantors Information See Appendix A (Documents Incorporated by Reference), Appendix B (Description of the Programme Guarantor), Appendix C (Description of the Notes Guarantor(s)) and Appendix D (Notes Guarantee) of this Amended and Restated Applicable Pricing Supplement. Redemption in the event of a rating downgrade As at the date of this Amended and Restated Applicable Pricing Supplement, Deleted: Yes Deleted: Yes Deleted: Yes Deleted: ) and BG Page 5

6 the period of 15 Business Days as specified in Condition of the Terms and Conditions, is hereby deleted and replaced with the period of 90 Business Days Negative Pledge - Permitted Encumbrance As at the date of this Amended and Restated Applicable Pricing Supplement, the definition of Permitted Encumbrance is hereby amended to include any Encumbrance created over the book debts of the Issuer and/or the relevant whollyowned Subsidiaries of the Issuer, and/or any shares which any of them hold in any other company, in order to directly or indirectly secure amounts which may become owing in connection with the Notes Guarantee provided by the Notes Guarantors. Restrictions on early redemption and acceleration by Noteholders The Noteholders may not exercise any rights pursuant to Condition 11.5 (Redemption in the event of a Change of Control) and/or Condition 17 (Events of Default) of the Terms and Conditions, in each case in respect of past, present or future events, until after the expiry of the Extended Redemption Period, save for any rights which the Noteholders would be entitled to exercise under Conditions (Cross Default) and/or (Insolvency etc.) of the Terms and Conditions (insofar as such provisions relate to the Issuer only) DISCLOSURE REQUIREMENTS IN TERMS OF PARAGRAPH 3(5) OF THE COMMERCIAL PAPER REGULATIONS IN RELATION TO THIS ISSUE OF NOTES AS AT THE ISSUE DATE 52. Paragraph 3(5)(a) The ultimate borrower (as defined in the Commercial Paper Regulations) is the Issuer. 53. Paragraph 3(5)(b) The Issuer is a going concern and can in all circumstances be reasonably expected to meet its commitments under the Notes. 54. Paragraph 3(5)(c) The auditor of the Issuer is Deloitte & Touche. 55. Paragraph 3(5)(d) As at the Issue Date: (i) (ii) the Issuer has issued ZAR1,400,000,000 (exclusive of this issue) Commercial Paper (as defined in the Commercial Paper Regulations); and the Issuer estimates that it may issue ZAR750,000,000 (exclusive of current issues under the Programme) of Commercial Paper during the current financial year, ending 30 September 2014 BG Page 6

7 56. Paragraph 3(5)(e) All information that may reasonably be necessary to enable the investor to ascertain the nature of the financial and commercial risk of its investment in the Notes is contained in the Programme Memorandum, the latest audited financial statements and the Amended and Restated Applicable Pricing Supplement. 57. Paragraph 3(5)(f) There has been no material adverse change in the Issuer s financial position since the date of its last audited financial statements. 58. Paragraph 3(5)(g) The Notes issued will be listed. 59. Paragraph 3(5)(h) The funds to be raised through the issue of the Notes are to be used by the Issuer for its general corporate purposes. 60. Paragraph 3(5)(i) The obligations of the Issuer in respect of the Notes are otherwise unsecured. 61. Paragraph 3(5)(j) Responsibility: Deloitte & Touche, the statutory auditors of the Issuer, have confirmed that nothing has come to their attention to indicate that this issue of Notes issued under the Programme will not comply in all respects with the relevant provisions of the Commercial Paper Regulations. The Issuer accepts full responsibility for the information contained in this Amended and Restated Applicable Pricing Supplement and the Programme Memorandum. To the best of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case) the information contained in this Amended and Restated Applicable Pricing Supplement and the Programme Memorandum are in accordance with the facts and does not omit anything which would make any statement false or misleading and all reasonable enquiries to ascertain such facts have been made. This Amended and Restated Applicable Pricing Supplement and Programme Memorandum contain all information required by law and the debt listings requirements of the JSE. As at the date of this Amended and Restated Applicable Pricing Supplement, the Issuer confirms that the authorised Programme Amount of ZAR6,000,000,000 has not been exceeded. Deleted: guaranteed in terms of the Guarantee provided by the Guarantor but are Deleted: : Space Before: 6 pt SIGNED at Sandton on this day of For and on behalf of PPC LTD : Space Before: 6 pt Deleted: : Space Before: 6 pt Deleted: Deleted: : Space Before: 6 pt, After: 0 pt BG Page 7

8 DOCUMENTS INCORPORATED BY REFERENCE APPENDIX A Capitalised terms used in this section headed Documents Incorporated by Reference shall bear the same meanings as used in the Terms and Conditions and this Applicable Pricing Supplement, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context. 1. In addition to the documents incorporated by reference into the Programme Memorandum (see section of the Programme Memorandum headed Documents Incorporated by Reference ): 1.1 the audited annual financial statements, and notes thereto, of PPC Cement SA Proprietary Limited for the financial year ending 31 March 2017 and the audited annual financial statements, and notes thereto, of PPC Cement in respect of further financial years, as and when such audited financial statements become available; 1.2 the published audited annual financial statements of Absa Bank Limited, acting through its Corporate and Investment Banking division for the three financial years ended 31 December 2013, 2014 and 2015 and the published audited annual financial statements, and notes thereto, of Absa Bank Limited, acting through its Corporate and Investment Banking division in respect of further financial years, as and when such audited financial statements become available, shall be deemed to be incorporated in, and form part of, this Applicable Pricing Supplement; and 1.3 the published audited annual financial statements of FirstRand Bank Limited, acting through its Rand Merchant Bank division for the three financial years ended 30 June 2013, 2014 and 2015 and the published audited annual financial statements, and notes thereto, of FirstRand Bank Limited, acting through its Rand Merchant Bank division in respect of further financial years, as and when such audited financial statements become available, shall be deemed to be incorporated in, and form part of, this Applicable Pricing Supplement; and 1.4 the published audited annual financial statements of Nedbank Limited, acting through its Corporate and Investment Banking division for the three financial years ended 31 December 2013, 2014 and 2015 and the published audited annual financial statements, and notes thereto, of Nedbank Limited, acting through its Corporate and Investment Banking division in respect of further financial years, as and when such audited financial statements become available, shall be deemed to be incorporated in, and form part of, this Applicable Pricing Supplement; and 1.5 the published audited annual financial statements of The Standard Bank of South Africa Limited, acting through its Corporate and Investment banking division for the three financial years ended 31 December 2013, 2014 and 2015 and the published audited annual financial statements, and notes thereto, of The Standard Bank of South Africa Limited, acting through its Corporate and Investment banking division in respect of further financial years, as and when such audited financial statements become available, shall be deemed to be incorporated in, and form part of, this Applicable Pricing Supplement, shall be deemed to be incorporated in, and form part of, this Applicable Pricing Supplement. 2. The Guarantors will, for as long as any of the Notes remains Outstanding, provide at the registered office of the Issuer at PPC Building, 148 Katherine Street, Sandton, South Africa, without charge, to any Person, upon request of such Person, a copy of all of the documents which are incorporated herein by reference, unless such documents have been modified or superseded, in which case the modified or superseding documentation will be provided. Requests for such documents should be directed to the Issuer at the Issuer s registered office as set out above. In addition, the constitutive documents of each of the Guarantors will be available at the registered office of the Issuer as set out above upon written request addressed to the company secretary of the Issuer. : Space Before: 6 pt, After: 0 pt, Line spacing: single Deleted: ), Deleted: the Guarantor : English (U.K.) Deleted: the Guarantor : BGHeading2 Alt+A, Left, Indent: Left: 0 cm, Hanging: 1.5 cm, Space Before: 6 pt, After: 0 pt, Line spacing: single, No bullets or numbering, Tab stops: 1.5 cm, Left : Font: Italic Deleted: the Guarantor : Indent: Left: 0 cm, Hanging: 1 cm, Space Before: 6 pt, After: 0 pt, Line spacing: single, Tab stops: 1 cm, Left Deleted: Guarantor : Space Before: 6 pt, After: 0 pt BG Page 8

9 DESCRIPTION OF THE PROGRAMME GUARANTOR APPENDIX B Capitalised terms used in this section headed Description of the Programme Guarantor shall bear the same meanings as used in the Terms and Conditions and this Applicable Pricing Supplement, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context. Programme Guarantor: PPC Cement The Issuer s cement business was established in 1892 as De Eerste Cement Fabrieken Beperkt. The business grew across South Africa over the last 124 years establishing operations in five of the nine provinces. In April 2016, the cement business was transferred from the Issuer to PPC Cement SA Proprietary Limited (the Programme Guarantor), and now comprises seven cement manufacturing facilities and a mill in South Africa that have an effective capacity of around six and a half million tons of cement products per annum. The Programme Guarantor also exports cement to Mozambique, Angola, south-eastern parts of the Democratic Republic of the Congo and Malawi. : Space Before: 6 pt, After: 0 pt, Line spacing: single : Space Before: 6 pt Deleted: BG Page 9

10 DESCRIPTION OF THE NOTES GUARANTORS APPENDIX C Capitalised terms used in this section headed Description of the Notes Guarantors shall bear the same meanings as used in the Terms and Conditions and this Applicable Pricing Supplement, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context. Absa Bank Limited Barclays Africa Group Limited (Barclays Africa Group or the Group) is 50.1% owned by Barclays Bank PLC (Barclays) and is listed on the JSE Limited. Absa Bank Limited is a wholly owned subsidiary of Barclays Africa Group Limited (formerly Absa Group Limited). Barclays Africa Group Limited (BAGL) is a subsidiary of Barclays Bank PLC, which holds a stake of 50.1% in BAGL. Barclays is a major global financial service provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management services with an extensive international presence in Europe, USA, Africa and Asia. BAGL offers a range of retail, business, corporate, investment banking, and wealth management products and services in South Africa through Absa Bank Limited. The Group has African banking operations in Botswana, Egypt, Ghana, Kenya, Mauritius, Mozambique, Seychelles, Tanzania, Uganda, Zambia and Zimbabwe, representative offices in Namibia and Nigeria, and bancassurance operations in Botswana and Mozambique. Barclays has the most extensive local distribution network in South Africa serving over 9.8 million customers. At the end of January 2016, Barclays has 773 branches, 24 cash centres, and 9,200 Devices nationwide. Barclays also competes against all merchant processing agents with more than 100,000 Point of Sale devices in South Africa, of which 62,000 are Absa owned and maintained. The BAGL s Corporate and Investment Banking has a diverse footprint serving clients across Africa. BAGL s goal is to build not only a sustainable, trustworthy business, but a business that customers consider as the first choice in Africa. BAGL has a proven appetite and ability to invest in key African markets and it is BAGL s vision to build on their leadership in Africa. Absa Bank Limited recorded an increase of 10% in headline earnings to R9 657m (2014: R8 787m) and 15% increase to Total group assets to R1 145bn (2014: R1 031bn) for the 2015 reporting period. Headline earnings per share and fully diluted HEPS both increased by 6% to 2405, 2 cents (2014: 2 271, 1 cents). BAGL s Market Capitalisation as at 31 December 2015 was R122bn. FirstRand Bank Limited FirstRand Bank Limited acting through its Rand Merchant Bank division (RMB), is a leading African corporate and investment bank and part of one of the largest financial services groups in Africa. RMB offers its clients innovative, value-added advisory, funding, trading, corporate banking and principal investing solutions. RMB is a proud African corporate and investment bank with an extensive deal footprint across more than 35 African countries. RMB has funded infrastructure and resource finance projects, mergers and acquisitions, and infrastructure developments in many African countries over the past decade. RMB s knowledge of local financing requirements, legal and jurisdictional frameworks, together with the expertise and balance sheet of FirstRand Bank Limited enable it to service the needs of the rapidly expanding African economy. As the investment banking arm of FirstRand Bank Limited (which is wholly-owned by FirstRand Limited), RMB has access to a network of retail banks in 25 African countries and representative offices and branches in the UK, India, China, and the Middle East. Nedbank Limited Nedbank Limited (Nedbank) is one of SA s four largest banking groups by assets and deposits, with Nedbank Limited being our principal banking subsidiary. Nedbank is a JSE Top 40 company with shares listed on the JSE since 1969 and on the Namibian Stock Exchange since Nedbank s market capitalisation is R89.8 billion. Old Mutual Plc is Nedbank s majority shareholder, with a 54.0% ownership of the group. Nedbank provide a wide range of wholesale and retail banking services and a growing insurance, asset management and wealth management offering through four main business operations, namely Nedbank Corporate and Investment Bank, Nedbank Retail and Business Banking, Nedbank Wealth and Rest of Africa. BG Page 10

11 The Standard Bank of South Africa Limited Standard Bank Group is the largest African bank by assets with a unique footprint across 20 African countries. Headquartered in Johannesburg, South Africa, and is listed on the Johannesburg Stock Exchange. The Standard Bank of South Africa Limited (Standard Bank) has a 153-year history in South Africa and started building a franchise outside southern Africa in the early 1990s. Standard Bank s strategic position, which enables it to connect Africa to other select emerging markets as well as pools of capital in developed markets, and Standard Bank s balanced portfolio of businesses provide significant opportunities for growth. The group has over employees, over branches and 8815 ATMs on the African continent, which enable it to deliver a complete range of services across personal and business banking, corporate and investment banking and wealth management. Standard Bank's Corporate & Investment Banking division offers its clients banking, trading, investment, risk management and advisory services to connect selected emerging markets to Africa and to each other. It has strong offerings in mining and metals; oil, gas and renewables; power and infrastructure; agribusiness; telecommunications and media; and financial institutions. Normalised headline earnings for 2015 were R22 billion (about USD1,7 billion) and total assets were R1,98 trillion (about USD128 billion). Standard Bank s market capitalisation at 31 December 2015 was R184 billion (approximately USD11,8 billion). The group s largest shareholder is the Industrial and Commercial Bank of China (ICBC), the world s largest bank, with a 20,1% shareholding. In addition, Standard Bank Group and ICBC share a strategic partnership that facilitates trade and deal flow between Africa, China and select emerging markets. BG Page 11

12 We, the undersigned, NOTES GUARANTEE Absa Bank Limited, acting through its Corporate and Investment Banking division. APPENDIX D (registration number 1986/004794/06), a public company with limited liability and a registered bank duly incorporated in accordance with the company and banking laws of South Africa ; The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division (registration number 1962/000738/06), a public company with limited liability and a registered bank duly incorporated in accordance with the company and banking laws of South Africa; Nedbank Limited, acting through its Corporate and Investment Banking division (registration number 1951/000009/06), a public company with limited liability and a registered bank duly incorporated in accordance with the company and banking laws of South Africa; FirstRand Bank Limited, acting through its Rand Merchant Bank division (registration number 1929/001225/06), a public company with limited liability and a registered bank duly incorporated in accordance with the company and banking laws of South Africa, (collectively, the Guarantors), hereby, irrevocably and unconditionally guarantee (each as primary obligor and not merely as surety) to the holders of Notes with Stock Codes PPC002, PPC003, PPC004 and PPC005 (the Noteholders) issued by PPC Limited (Incorporated in the Republic of South Africa with limited liability under registration number 1892/000667/06) (the Issuer) under the PPC Limited ZAR6,000,000,000 Domestic Medium Term Note Programme (the Programme), the due and punctual payment of any interest and principal amounts due by the Issuer in respect of the Notes arising under the Programme pursuant to the Programme Memorandum issued by the Issuer, dated 18 March 2013, as amended and/or supplemented from time to time (the Programme Memorandum and such amount the Bonded Amount), provided that the liability of each Guarantor shall not exceed the percentage of the Bonded Amount set out opposite the name of that Guarantor below (each a Pro Rata Percentage): Absa Bank Limited, acting through its Corporate and Investment Banking division %; Nedbank Limited, acting through its Corporate and Investment Banking division, % FirstRand Bank, acting through its Rand Merchant Bank division 9.4%; and The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division 43.3%. 1. Terms used but not defined herein have the meanings set forth in the section of the Programme Memorandum headed Terms and Conditions of the Notes (the Terms and Conditions). 2. All payments made in terms of this Guarantee shall be made mutatis mutandis in accordance with Conditions 9 (Interest) and 10 (Payments) of the Terms and Conditions. 3. This Guarantee shall be binding on each Guarantor severally (but not jointly), and shall continue to be binding on each such Guarantor and, with respect to any payment, or any part thereof, of principal and/or interest on any Note that is rescinded or must otherwise be returned by the Transfer Agent or any Noteholder if such rescission or return of payment has been compelled by law as a result of the insolvency of any of the Issuer or any other person or if such rescission or return of payment is a result of any law, regulation or decree applicable to the Issuer or such persons. 4. Each Guarantor hereby renounces all benefits arising from the legal exceptions beneficia excussionis et divisionis (the benefits of excussion and division), with the force and effect of which such Guarantor hereby declares it to be fully acquainted. Each Guarantor agrees that this Guarantee is to be in addition and without prejudice to any other suretyship/s and security/ies now or hereafter to be held by the Noteholders and shall remain in force as a BG Page 12

13 continuing security notwithstanding any intermediate settlement of account and notwithstanding any legal disability of such Guarantor. 5. No action in respect of any collateral or security given by the Issuer, or any other persons, in respect of the Notes is required to be taken before action is taken against any of the Guarantors under this Guarantee, and the existence or enforceability of this Guarantee shall not affect or be affected by any other security held in respect of the Issuer s obligations under the Notes. 6. Any admission made by the Issuer in respect of the Notes shall be binding on each Guarantor. 7. A demand made under this Guarantee by any Noteholder after the Issuer has failed to make payment of interest and/or principal to a Noteholder and while such non-payment is continuing shall be made in writing to Nedbank Limited, acting through its Corporate and Investment Banking division (the Facility Agent) at the address specified below. 8. Each Guarantor shall, within 3 (three) Business Days of receipt of written demand from any Noteholder, pay its Pro Rata Percentage of the amount set out in the written demand (the Called Amount) to the Facility Agent, provided that 8.1. each Guarantor shall not be required to pay any amounts in excess of its respective Pro Rata Percentage of the Called Amount; 8.2. no Guarantor shall be required to pay more than its Pro Rata Percentage of the Bonded Amount in aggregate; 8.3. no Guarantor shall be liable to perform the obligations of any other Guarantor hereunder; and 8.4. the aggregate amount of all such demands shall not exceed the Bonded Amount. 9. Payment to the Paying Agent under this Guarantee shall: 9.1. be made by the Facility Agent to the Paying Agent not later than 4 (four) Business Days after receipt of a demand in accordance with clause 7 above; 9.2. discharge the Guarantors of its applicable obligations to the Noteholders under this Guarantee; and 9.3. pro tanto discharge the Issuer of its corresponding obligations to the Noteholders under the Notes. 10. Each notice, demand or other communication under this Guarantee and the delivery of any Notes which have been discharged as a result of payment by the Guarantors under this Guarantee shall be in writing and be delivered personally or by recognised courier and be deemed to have been given: in the case of a letter, when delivered; and shall be sent to the Facility Agent at: Physical address: Nedbank Limited 6 th Floor, H Block 135 Rivonia Road Sandown Johannesburg Attention: Facsimile: The Head: Special Portfolio SpecPort@Nedbank.co.za or to such other address in South Africa as is notified from time to time by the Guarantors to the Noteholders in accordance with Condition 19 (Notices) of the Terms and Conditions. 11. This Guarantee is, and all rights and obligations relating to this Guarantee are, governed by, and shall be construed in accordance with, the laws of South Africa. BG Page 13

14 12. This Guarantee will terminate upon the earlier of (i) all of the obligations of the Issuer under the Notes being fully and finally discharged in accordance with the Terms and Conditions; (ii) 1 November 2016; or (iii) the date on which the Programme is terminated by the Issuer. 13. Each Guarantor agrees for the benefit of the Noteholders that the High Court of South Africa, Gauteng Local Division, Johannesburg (or any successor to that division) shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes which may arise out of or in connection with this Guarantee and, for such purposes, irrevocably submits to the jurisdiction of such court. 14. This Guarantee will be deposited with, and be held by, the Paying Agent until earlier of: November 2016; the date on which the Programme is terminated by the Issuer; or the date on which all of the obligations of the Issuer and the Guarantors under or in respect of the Notes have been discharged in full. 15. Each Guarantor acknowledges and agrees that each Noteholder shall be entitled to require the Paying Agent to produce the original of this Guarantee on request and further shall be entitled to require the Paying Agent, which shall be obliged, to provide a copy of this Guarantee to that Noteholder on request. In holding the Guarantee, the Paying Agent shall not act in any fiduciary or similar capacity for the Noteholders and shall not accept any liability, duty or responsibility to Noteholders in this regard. 16. This Guarantee constitutes the whole agreement relating to the subject matter hereof. No amendment or consensual cancellation of this Guarantee or any provision or term hereof shall be binding unless approved by Extraordinary Resolution of Noteholders and thereafter recorded in a written document signed by each Guarantor. Any waiver or relaxation or suspension given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given. 17. This Guarantee may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Guarantee. BG Page 14

15 SIGNED at on this day of 2016 For and on behalf of ABSA BANK LIMITED, ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION For and on behalf of FIRSTRAND BANK LIMITED, ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION For and on behalf of NEDBANK LIMITED, ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION For and on behalf of THE STANDARD BANK OF SOUTH AFRICA LIMITED, ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION : Centered, Right: 0 cm, Space Before: 6 pt, No widow/orphan control, Hyphenate BG Page 15