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FRC69 - Notice of Written Consent of the Instrumentholders of the FRC69 Notes
FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1929/001225/06)
Issuer code: FRII
LEI: ZAYQDKTCATIXF9OQY690
Bond Code: FRC69
ISIN: ZAG000088766
(FRB or the Issuer)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF INSTRUMENTHOLDERS IN ACCORDANCE
WITH CONDITION 23 OF THE FIRSTRAND BANK LIMITED ZAR15,000,000,000 STRUCTURED NOTE
AND PREFERENCE SHARE PROGRAMME
1. This notice of request for written consent (this Consent Request) is delivered by FirstRand Bank
Limited (the Issuer) to each holder of Notes (as defined below) (the Instrumentholders) issued under
the FirstRand Bank Limited ZAR15,000,000,000 Structured Note and Preference Share Programme
(the Programme) established pursuant to a programme memorandum dated 11 February 2008, as
amended and/or supplemented from time to time (the Programme Memorandum) in accordance with
Condition 21 (Notices) of the section headed “Terms and Conditions of the Instruments” in the
Programme Memorandum (the Terms and Conditions), for purposes of obtaining the
Instrumentholders’ written consent required in terms of Condition 23 (Amendment of these Conditions)
to amend and restate the Terms and Conditions of the applicable pricing supplement dated 26 August
2011 (the Applicable Pricing Supplement) in relation to the issue of ZAR64,400,000 Credit Linked
Notes with a Scheduled Termination Date of 31 January 2022 (Stock Code FRC69) (the Notes).
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 Instrumentholders’ written consent in accordance with Condition 23.3
(Modification) of the Terms and Conditions to amend and restate the Terms and Conditions of the
Applicable Pricing Supplement to reflect the changes highlighted in the attached revised version of the
Applicable Pricing Supplement annexed as Schedule 1 to the notice disseminated through Strate, in
order to correct the Scheduled Termination Date of the Credit Default Swap and to update for the
latest JSE Debt Listing Requirements (where applicable), by completing the Consent Notice annexed
as Schedule 2 to the notice disseminated through Strate and delivering same to the registered office
of the relevant Participant that provided said Instrumentholder with the Consent Notice, and providing
a copy thereof to Strate Proprietary Limited (Strate) on Strate-CDAdmin@strate.co.za, FirstRand
Bank Limited, 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 Monday, 13 January 2020 in
accordance with the terms and conditions of Schedule 2. 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.
4. This Notice is being delivered to Strate in accordance with Condition 23 (Modification) as read with
Condition 21 (Notices) of the Terms and Conditions. The record date to receive this Notice is Friday,
29 November 2019.
5 December 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 05-12-2019 12:45:00
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