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Notification of Amendments to the Applicable Pricing Supplement of the IMRP7 Redeemable Unsecured Listed Programme
2021/05/04 17:33:00Download 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
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