| Wed 20 Aug 2025, 15:18 | | Notification of update in relation to Nqaba Finance 1 (RF) Limited's ZAR5 billion Asset Backed Note Programme |
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Notification of update in relation to Nqaba Finance 1 (RF) Limited's ZAR5 billion Asset Backed Note Programme
NQABA FINANCE 1 (RF) LIMITED
Registration Number 2005/040050/07
(JSE Alpha code: NQA)
("Nqaba" or the "Issuer")
NOTIFICATION OF UPDATE IN RELATION TO NQABA FINANCE 1 (RF) LIMITED'S ZAR5,000,000,000
ASSET BACKED NOTE PROGRAMME
In terms of the JSE Limited ("JSE") Debt and Specialist Securities Listings Requirements, noteholders are
advised that the Issuer's ZAR5,000,000,000 Asset Backed Note Programme, originally dated 13 April 2006
has been updated by an amended and restated Programme Memorandum, which was initially registered
with the JSE on 19 December 2019 with further updates on 14 July 2020, 04 April 2023 and 15 August 2025
(the "Programme Memorandum").
Below is a summary of the latest key amendments which were effected to the Programme Memorandum:
(i) a clarification of principles relating to the Subordinated Loans, to record that the conditions relating
thereto are applicable at the time a Subordinated Loan is advanced to align with the current practice
of the Issuer;
(ii) an amendment to the terms of the Redraw Facility, to reflect that the Redraw Facility is only available
during the Revolving Period;
(iii) a termination of the requirement to comply with the Required Direct Employees Percentage and the
Required Minimum Payroll Deduction Percentage after the expiry of the Revolving Period, as the
Programme is in early amortisation and these specific Portfolio Covenants are no longer appropriate
for the Issuer or the Programme at this stage;
(iv) a clarification of the calculation of the Issuer Expense Cap during the Revolving Period and a change
to the calculation of the Issuer Expense Cap after the expiry of the Revolving Period; and
(v) amendments required to comply with the JSE Debt and Specialist Securities Listings Requirements.
The amendments were approved by noteholders at a noteholder meeting held on 30 May 2025. The results of
the noteholder meeting were released on the Stock Exchange News Service of the JSE on 30 May 2025.
The Programme Memorandum, containing all of the changes as approved by noteholders, is available for
inspection on the Issuer's website at the following link:
https://www.eskom.co.za/wp-content/uploads/2025/08/Amended-and-Restated-Programme-Memorandum-
15-August-2025.pdf
20 August 2025
Debt Sponsor
Absa Bank Limited, acting through its Corporate and Investment Banking division
Date: 20-08-2025 03:18:00
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