| Thu 7 May 2020, 15:55 | | BISGL - Notification of an Update to the Issuer’s ZAR 5 000 000 000 Domestic Medium Term Note Programme |
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BISGL - Notification of an Update to the Issuer’s ZAR 5 000 000 000 Domestic Medium Term Note Programme:
BISGL - Notification of an Update to the Issuer’s ZAR 5 000 000 000 Domestic Medium Term Note Programme
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1943/016107/06)
Debt company code: BISGL
LEI: 378900A8FDADE26AD654
(“Super Group” or the “Issuer”)
NOTIFICATION OF AN UPDATE TO THE ISSUER’S ZAR 5 000 000 000 DOMESTIC MEDIUM TERM
NOTE PROGRAMME
Super Group has received approval from the JSE Limited (“JSE”) in terms of its amended and restated
ZAR 5 000 000 000 Domestic Medium Term Note Programme memorandum dated 29 April 2020 (the
“Amended Programme Memorandum”). A summary of the changes effected in the Amended
Programme Memorandum is provided below:
• The programme amount was updated from ZAR 2 000 000 000 to ZAR 5 000 000 000;
• Inclusion of an unconditional and irrevocable guarantee (the “Guarantee”) provided by Super
Group Holdings Proprietary Limited, Super Group Trading Proprietary Limited, Super Group
Africa Proprietary Limited and Bluefin Investments Limited, included as an additional guarantor,
(collectively the “Guarantors”), the terms and conditions applicable to the Guarantee and the
consequential amendments thereto;
• Amendments to cater for changes to the JSE Debt Listings Requirements (the “Requirements”),
which includes but is not limited to, amendments to cater for the Part 1A of 2018 amendments
to the Requirements and for paragraphs 7.26 and 7.27 of the Requirements;
• Update to the Documents Incorporated by Reference section to include the interim and annual
financial statements of the Issuer, the guarantee and each accession letter thereto and the
inclusion of the Information Statement of the Issuer as document incorporated by reference.
The Information Statement contains inter alia:
- information pertaining to the business description of the Issuer and guarantors;
- the full names of the directors of the Issuer and guarantors;
- the full name of the Issuer’s company secretary, the address of its offices and of the
registered offices;
- information relating to risk factors associated with an investment in the notes, including,
but not limited to, risk factors specific to the Issuer; and
- information relating to the Issuer’s compliance with the King IV Report on Corporate
Governance for South Africa, 2016;
• The removal of the description of the Issuer, Corporate Information, Corporate Governance and
Investor Considerations/Risk Factors sections from the body of the Amended Programme
Memorandum, pursuant to incorporating this information by reference in the Information
Statement;
• Amendments to cater for changes to Strate Proprietary Limited’s Rules;
• Amendments to cater for changes to applicable laws or regulations;
• The inclusion of condition 8 “Guarantee”;
• Amendments to condition 11 “Redemption and Purchase”, in particular to the change of control
redemption event in condition 11.5 “Redemption in the event of a Change of Control” to include,
inter alia, an expanded definition of a Rating Downgrade and the inclusion of condition 11.6
“Redemption in the event of a failure to maintain JSE Listing and Rating”;
• Amendments to condition 18 “Events of Default”;
• The inclusion of the terms and conditions of the guarantee as a new section;
• The inclusion of a Description of the Guarantors’ section;
• The Settlement, Clearing and Transfer of notes section has been updated;
• The Subscription and Sale, Taxation, South African Exchange Control and General Information
sections have been updated in line with the most recent laws;
• Other technical and cosmetic changes; and
• The removal and insertion of new and amended definitions to give effect to the above-
mentioned amendments.
The Amended Programme Memorandum and Information Statement are available for inspection at
the registered office of the Issuer and have been made available for inspection on its website at
http://www.supergroup.co.za/investors/bondholder-centre.
The Amended Programme Memorandum will also be available for inspection on the JSE’s website at
www.jse.co.za.
7 May 2020
Debt Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 07-05-2020 03:55:00
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