Notification of Amendments to the Applicable Pricing Supplement of the IMRP7 Redeemable Unsecured Listed Programme2021/05/04 17:33:00
Download PDF Stock report
Notification of Amendments to the Applicable Pricing Supplement of the IMRP7 Redeemable Unsecured Listed Programme Investec Bank (Mauritius) Limited Incorporated in the Republic of Mauritius Company Registration number 8752/3362 Business Registration number C09008752 JSE Share Code: IMRP7 JSE Issuer Share Code: IVES ISIN: MU0455S00065 (IBM or the Bank) NOTIFICATION OF AMENDMENTS TO THE APPLICABLE PRICING SUPPLEMENT OF THE IMRP7 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 IMRP7 Preference Shares in relation to the amendments to the IMRP7 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 deletion of clause 24 of the Applicable Pricing Supplement and the insertion of a new clause 24 as follows: “24. Final Redemption Date: 31 August 2026 subject to adjustment in accordance with the Modified Following Business Day Convention” (ii) the deletion of clause 28 of the Applicable Pricing Supplement and the insertion of a new clause 28 as follows: “28. Ex Date(s): 3 (three) Business Days prior to a Record Date” (iii) the deletion of clause 36(a) and the insertion of a new clause 36(a) as follows: “36(a) Dividend Rate(s): On the Amendment Date the current Dividend Rate shall reset and be 3 month USD LIBOR or the Replacement Benchmark Rate (as defined in item 64 below), plus the Margin” (iv) the deletion of clause 36(b) of the Applicable Pricing Supplement and the insertion of a new clause 36(b) as follows: “36(b) Dividend Payment Date(s): the last calendar day of February, May, August and November and the Applicable Redemption Date, subject to adjustment in accordance with the Modified Following Business Day Convention.” Each dividend shall be declared on the applicable Dividend Declaration Date.” (v) the deletion of clause 38 of the Applicable Pricing Supplement and the insertion of a new clause 38 as follows: “38 Margin 1.70% until the Repricing Date (as defined below) and thereafter 1.70% or the Adjusted Margin (as defined below) as applicable” (vi) the deletion of the definition of “Dividend Declaration Date” in clause 64 of the Applicable Pricing Supplement and the insertion of a new definition as follows: “Dividend Declaration Date” the date that is 13 Business Days prior to the applicable Record Date;” (vii) the insertion of additional definitions and terms and conditions in clause 64 of the Applicable Pricing Supplement as follows: “Amendment Date” means the date on which the amendments of the IMRP7 Programme Preference Shares are approved by the Programme Preference Shareholders. “Benchmark Rate Replacement Event” means, the occurrence of the following: (a) the methodology, formula or other means of determining the USD LIBOR has, in the opinion of the Calculation Agent, materially changed; or (b) in the reasonable opinion of the Calculation Agent, acting in good faith, USD LIBOR 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 USD LIBOR. “Hedging Costs” means any costs associated with any transaction or trading position entered into or held by the Programme Preference Shareholder to hedge, directly or indirectly, the Programme Preference Shareholder’s returns (whether in whole or in part) in respect of the Programme Preference Shares. “Replacement Benchmark Rate” means the benchmark rate determined by the Calculation Agent, acting reasonably and in good faith, to be an appropriate successor to USD LIBOR. “Repricing Date” means 31 August 2023. USD LIBOR replacement: On or after the occurrence of a Benchmark Rate Replacement Event, the Dividend Rate shall be the Replacement Benchmark Rate once determined by the Calculation Agent and announced via SENS. Change in the Hedging Costs; On the Repricing Date a Programme Preference Shareholder that holds all the Programme Preference Shares in issue shall determine whether a change in its Hedging Costs have occurred. Should a change in the Hedging Costs have occurred, then such Programme Preference Shareholder shall deliver a notice (“the Change in Hedging Cost Notice”) to the Issuer and state the change in the Margin (“Adjusted Margin”), calculated upwards or downwards to place the Programme Preference Shareholder in the same economic position in respect of the Programme Preference Shares as it would have been had the change in Hedging Costs not occurred. A certificate by a manager of the Programme Preference Shareholder shall accompany the Change in Hedging Cost Notice, which certificate shall, in the absence of manifest error, be prima facie proof of the Adjusted Margin required, and the date from which the Adjusted Margin is required to take effect, in order to place the Programme Preference Shareholder in the same economic position as it would have been had the change in Hedging Costs not occurred. The Issuer shall then be entitled to elect to: - pay the Adjusted Margin to the Programme Preference Shareholder from the date stipulated in the abovementioned certificate; or - on not less than 10 (ten) days’ revocable written notice to the Programme Preference Shareholder, redeem the Programme Preference Shares held by the Programme Preference Shareholder in full at the Early Redemption Amount (in which instance any accrued but unpaid Preference Dividends shall not take into account the Adjusted Margin). The applicable Record Date for the issuance of this Notice was 30 April 2021. Programme Preference Shareholders that hold beneficial interests in the Programme Preference Shares must lodge a copy of the Programme Preference Shareholder Resolution with the Central Securities Depository Participant that provided them with the Notice and the Programme Preference Shareholder Resolution. 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 07 May 2021. 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 04 May 2021 Sponsor: Investec Bank Limited Date: 04-05-2021 05:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.