On 13 July 2011, Letshego Africa Holdings Limited (the “Issuer”) established a ZAR2,500,000,000 and BWP 2,500,000,000.00 Medium Term Note Programme (the “Programme”) pursuant to a programme memorandum dated 13 July 2011 which was subsequently amended and restated on 29 November 2012 and 9 October 2019, respectively, and supplemented by a supplementary programme memorandum dated 25 May 2023 and a further supplementary programme memorandum dated 30 August 2024 (together the “Previous Programme Memoranda”). The Issuer wishes to amend and restate the Previous Programme Memoranda and accordingly enters into this amended and restated programme memorandum (“Programme Memorandum”). With effect from the signature date of this amended and restated Programme Memorandum, this amended and restated Programme Memorandum will apply to all Notes (as defined herein) issued under the Programme after the Programme Date (as defined herein) and will in respect of such Notes, supersede and replace the Previous Programme Memoranda in their entirety.
Under this Programme Memorandum, the Issuer may from time to time issue notes (the “Notes“), which expression shall include Senior Notes and Subordinated Notes (each as defined herein) denominated in any currency agreed by the Issuer and the Dealer(s) (as defined herein) and further subject to all Applicable Laws (as defined herein) and, in the case of Notes listed on the BSE (as defined herein) or such other Financial Exchange(s) (as defined herein) as may be determined by the Issuer and the authority, the Debt Listings Requirements of the BSE or such other Financial Exchange(s), that are subject to the terms and conditions (the “Terms and Conditions”) contained in this Programme Memorandum. Any other terms and conditions not contained in the Terms and Conditions that are applicable to any Notes, replacing or modifying the Terms and Conditions, will be set forth in a pricing supplement (the “Applicable Pricing Supplement”).
Capitalised terms used in this Programme Memorandum are defined in the section of this Programme Memorandum headed “Terms and Conditions of the Notes”, unless separately defined, and/or in relation to a Tranche of Notes, in the Applicable Pricing Supplement.
As at the Programme Date, the Programme Amount has been increased to BWP3,500,000,000.00. This Programme Memorandum will apply to the Notes issued under the Programme in an aggregate Outstanding Nominal Amount which will not exceed BWP3,500,000,000.00 (or the equivalent in any other currencies) (including respective Notes issued under the Programme pursuant to the Previous Programme Memoranda), unless such amount is increased by the Issuer as described more fully in the section of this Programme Memorandum headed “General Description of the Programme”.
The Notes may comprise, without limitation, Fixed Rate Notes, Floating Rate Notes, Mixed Rate Notes, Zero Coupon Notes and/or such combination of the foregoing Notes and/or such other type of Notes as may be determined by the Issuer and the Dealer(s) and specified in the Applicable Pricing Supplement. Notes will be issued in individual Tranches which, together with other Tranches, may form a Series of Notes. A Tranche of Notes will be issued on, and subject to, the Terms and Conditions, as replaced, amended and/or supplemented by the terms and conditions of that Tranche of Notes set out in the Applicable Pricing Supplement.
The Notes issued under the Programme may also, subject to compliance with the Debt Listings Requirements of the BSE, be Green Bonds (where the proceeds will be exclusively applied to finance or re-finance projects with clear environmental benefits), Social Bonds (where the proceeds will be exclusively applied to finance projects that directly aim to address or mitigate a specific social issue and/or seek to achieve positive social outcomes), Sustainability Bonds (where the proceeds will be exclusively applied to finance or re-finance a combination of both green and social projects,) and Sustainability-Linked Bonds (which are any type of bond instrument for which the financial and/or structural characteristics (i.e coupon, maturity, repayment amount) can vary depending on whether the issue achieves predefined sustainability/environmental and/or social and/or governance (“ESG”) objectives within a predefined timeline). Prospective investors should have regard to the information set out in the section headed “Issuer’s ESG Framework Documents” as amended and updated from time to time, and incorporated by reference in, and form part of this Programme Memorandum as an annexure to the Applicable Pricing Supplement regarding the terms of such bonds and matters such as use of proceeds and must determine for themselves the relevance of such information for the purpose of any investment in such Notes together with any other investigation such investor deems necessary.
This Programme Memorandum has been approved by the BSE and registered with the Companies and Intellectual Property Authority. A Tranche of Notes may be listed on the BSE or on such other Financial Exchange(s) as may be determined by the Issuer, subject to all Applicable Laws.
The BSE takes no responsibility for the contents of the Programme Memorandum, as amended or restated from time to time, makes no representation as to the accuracy or completeness of any of the foregoing documents and expressly disclaims any liability for any loss arising from or in reliance upon the whole or any part of the Programme Memorandum, as amended or restated from time to time.
A copy of the Applicable Pricing Supplement relating to a Tranche of Notes which is to be listed on the BSE, will be delivered to the BSE, and the CSDB, before the Issue Date, and the Notes in that Tranche may be traded by or through members of the BSE, from the date on which the Notes are listed on the BSE, in accordance with the Applicable Procedures. The settlement of trades on the BSE, will take place in accordance with the electronic settlement procedures of the BSE, and the CSDB. The settlement and redemption procedures for a Tranche of Notes listed on any Financial Exchange (other than or in addition the BSE) will be specified in the Applicable Pricing Supplement.
The Notes may be issued on a continuing basis and be placed by one or more of the Dealers specified under the section headed “Summary of Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer, which appointment may be for a specific issue or on an ongoing basis. References in this Programme Memorandum to the “Dealer” shall, in the case of Notes being (or intended to be) placed by more than one Dealer, be to all Dealers agreeing to place such Notes.
See section headed “Investor Considerations/Risk Factors” which is incorporated by reference in this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”) for a discussion on certain risk factors that should be carefully considered by prospective investors in connection with any investment in the Notes.
Related Download
Letshego Africa – BWP3,500,000,000 Medium Term Note Programme.pdf
