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Notice of request for written consent of noteholders in respect of the proposed amendment and restatement of the applicable pricing supplements pertaining to the RN2027 and RN2035 notes
REPUBLIC OF SOUTH AFRICA
Department of National Treasury
Issuer code: BIRSA
(“National Treasury”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN RESPECT OF THE PROPOSED AMENDMENT AND RESTATEMENT OF THE
APPLICABLE PRICING SUPPLEMENTS PERTAINING TO THE RN2027 AND RN2035 NOTES
Any capitalised terms not defined herein shall have the meanings ascribed thereto in the section of the Republic of
South Africa’s Domestic Multi-Term Note Programme dated 9 September 2019, as updated, supplemented and
amended from time to time (“Programme Memorandum”), headed “Terms and Conditions of the Notes” and/or the
Notice accompanying this announcement.
Noteholders are referred to the announcement published by National Treasury on SENS on 28 August 2026, setting
out the voting results in respect of the previous request for written consent relating to the proposed amendment and
restatement of the Applicable Pricing Supplements pertaining to the RN2027, RN2030, RN2032 and RN2035
Floating Rate Notes issued under the Programme Memorandum (the “Previous Consent Request”).
As announced therein, the Extraordinary Written Resolutions proposed in respect of each of RN2027 and RN2035
were not approved, as the requisite majority of Noteholder votes was not obtained. Accordingly, National Treasury
indicated that it would re-initiate the consent process in respect of RN2027 and RN2035 for purposes of
implementing the Benchmark Transition.
The National Treasury hereby advises holders of Floating Rate Notes under series RN2027 and RN2035
(collectively, the “Instruments”) that, pursuant to the re-initiation of the consent process, it has distributed a notice
of request for written consent (“Notice”) dated Friday, 4 September 2026, requesting Noteholders to approve, by
Extraordinary Written Resolution, the proposed amendment and restatement of the Applicable Pricing Supplements
relating to the Instruments to facilitate the transition of the Reference Rate from the Johannesburg Interbank
Average Rate (“JIBAR”) to the compounded Daily South African Rand Overnight Index Average (“Compounded
ZARONIA”), (the “Benchmark Transition”).
The proposed amendments form part of the South African benchmark reform initiative to facilitate the orderly
transition from JIBAR to Compounded ZARONIA, following the planned discontinuation of JIBAR. The proposed
amendments principally provide for:
• the replacement of JIBAR with Compounded ZARONIA as the applicable Reference Rate;
• the introduction of the applicable interest determination methodology and observation period applicable to
Compounded ZARONIA;
• consequential amendments to the interest determination provisions, definitions and related provisions of
the Applicable Pricing Supplements; and
• such further amendments as are necessary or desirable to give effect to the Benchmark Transition.
The proposed amendments are intended, to the extent reasonably practicable, to preserve the commercial and
economic effect of the Instruments while ensuring their continued operation following the cessation of JIBAR.
The JSE has approved the amended and restated Applicable Pricing Supplements, with such approval being
conditional upon the relevant Noteholders approving the proposed amendments by Written Extraordinary Resolution
in accordance with Condition 19 (Amendments to these Terms and Conditions) of the Programme Memorandum.
The Record Date for determining those Noteholders entitled to receive the Notice is Thursday, 3 September 2026.
There are no restrictions imposed on Noteholders in relation to voting on the proposed Written Extraordinary
Resolutions.
The Notice, together with the marked-up amended and restated Applicable Pricing Supplements, accompanies this
announcement and contains full details of the proposed amendments and the procedures to be followed by
Noteholders in submitting their votes.
Indicative timetable
Event Date
Distribution of Notice (for all bond codes mentioned in this notice), on Friday, 4 September 2026
Record Date (for all bond codes mentioned in this notice), on Friday, 11 September 2026
Deadline for receipt of Consent Notices (for all bond codes mentioned in this Monday, 5 October 2026
notice), by 17h00 on
Announcement of results (for all bond codes mentioned in this notice), on or Tuesday, 6 October 2026
about
Benchmark Cessation Effective Date (RN2027), subject to the Noteholders’ Monday, 12 October 2026
approval of the Benchmark Transition and any ancillary amendments thereto
Benchmark Cessation Effective Date (RN2035), subject to the Noteholders’ Thursday, 31 December 2026
approval of the Benchmark Transition and any ancillary amendments thereto
Derrick Nkambule
Acting Director: Debt Issuance and Management
012 315 5753 / +27 78 929 3401
Pretoria
4 September 2026
Debt Sponsor
One Capital
APPENDIX
REPUBLIC OF SOUTH AFRICA
DEPARTMENT OF NATIONAL TREASURY
Issuer code: BIRSA
(the “Issuer”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
Any capitalised terms not defined herein shall have the meanings ascribed thereto in the section of the Republic of
South Africa’s Domestic Multi-Term Note Programme dated 9 September 2019, as updated, supplemented and
amended from time to time (“Programme Memorandum”) headed “Terms and Conditions of the Notes”.
1. Introduction
This notice of request for consent (“Consent Request”) is delivered by the Issuer to the holders of the Notes
identified in paragraph 4 below (“Noteholders”) in accordance with Condition 16 (Notices) and
Condition 19 (Amendments to these Terms and Conditions) of the Terms and Conditions of the Programme
Memorandum, for the purpose of obtaining the relevant Noteholders’ written consent for the passing of the
Written Extraordinary Resolution in paragraph 5 below.
2. Purpose of the Consent Request
The purpose of this Consent Request is to obtain the approval of the relevant Noteholders to amend and restate
the Applicable Pricing Supplements relating to the Notes identified in paragraph 4 below, in order to facilitate
the replacement of the Johannesburg Interbank Average Rate (“JIBAR”) with the compounded Daily South
African Rand Overnight Index Average (“Compounded ZARONIA”) as the applicable Reference Rate,
(the “Benchmark Transition”).
The proposed amendments form part of the South African benchmark reform programme and are intended to
ensure the continued operation of the Notes following the discontinuation of JIBAR.
The amendments are intended, to the extent reasonably practicable, to preserve the existing commercial and
economic effect of the Notes while implementing the Benchmark Transition.
3. Summary of the Proposed Amendments
The principal amendments include:
• replacing JIBAR with Compounded ZARONIA as the applicable Reference Rate, with no books closed
period (BCP);
• introducing the applicable interest determination methodology;
• incorporating the applicable observation period and related conventions;
• making consequential amendments to definitions and interest determination provisions; and
• incorporating such additional consequential, administrative and technical amendments as are
necessary to implement the Benchmark Transition.
4. Notes requiring approval
The following Floating Rate Notes are affected:
4.1. RN2027: due 11 July 2027; and
4.2. RN2035: due 30 September 2035.
5. Written Extraordinary Resolutions
The Issuer requests the approval of the relevant Noteholders by Written Extraordinary Resolution in accordance
with Condition 19 (Amendments to these Terms and Conditions) of the Programme Memorandum.
Extraordinary Resolution
“THAT the Noteholders approve the amendment and restatement of the Applicable Pricing Supplement relating
to the relevant Instrument substantially in the form made available to Noteholders, including the amendments
necessary to facilitate the transition from JIBAR to Compounded ZARONIA with no books closed period (BCP),
and authorise the Issuer to execute, deliver and implement the amended and restated Applicable Pricing
Supplement, together with such ancillary, consequential, technical or administrative amendments as may be
necessary or desirable to give effect thereto, provided that such amendments do not materially and adversely
affect the rights or interests of the Noteholders.”
6. Documents available for inspection
The following documents, in respect of each Instrument, are available on the Issuer’s website at:
https://investor.treasury.gov.za/Debt%20Operations%20and%20Data/Auction%20Related%20Information/Ter
ms%20and%20conditions%20of%20issue/Floating-rate%20bonds/
• the marked-up amended and restated Applicable Pricing Supplements;
• the clean amended and restated Applicable Pricing Supplements; and
• this Consent Request and the accompanying Consent Notice.
7. Voting procedure
Participants shall notify the Central Securities Depository, being Strate Proprietary Limited, of the votes received
in favour of, against and abstaining from the proposed Written Extraordinary Resolution within the prescribed
time periods using Strate’s eVoting platform.
The Written Extraordinary Resolution will be passed if approved by the percentage of Noteholders prescribed
in Condition 19 (Amendments to these Terms and Conditions) of the Programme Memorandum.
8. Benchmark Cessation Effective Date
Subject to the passing of the relevant Written Extraordinary Resolution, satisfaction of all applicable conditions
and completion of the required formalities, the amended and restated Applicable Pricing Supplement relating
to each relevant Instrument will become effective on the Benchmark Cessation Effective Date specified therein.
9. Record Date
The Record Date for determining those Noteholders entitled to receive this Consent Request is Thursday,
3 September 2026.
4 September 2026
ANNEXURE A
For completion by Noteholders in terms of Condition 19 (Amendments to these Terms and Conditions).
CONSENT NOTICE
A. We refer to the Notice of request for written consent to Noteholders dated on or about
____________________ 2026 and provided in accordance with Condition 19 (Amendments to these
Terms and Conditions) of the Terms and Conditions as read with Condition 16 (Notices) of the
Terms and Conditions (the “Consent Request”).
B. Defined terms used in this consent notice (“Consent Notice”) shall have the meanings given to them in
terms of the Terms and Conditions unless otherwise indicated.
I/We ___________________________________________________ being a holder/holders of the Notes
issued under the Programme hereby confirm:
1. I/We currently hold __________________________ [insert Nominal Amount of Notes held] with
Instrument Code _______________ [insert].
2. I/We hereby confirm our/my vote in respect of the Extraordinary Resolution proposed by marking the
relevant Column “For”, “Against” or “Abstain” below:
FOR AGAINST ABSTAIN
Extraordinary Written Resolution – Approve the
amendment and restatement of the Applicable
Pricing Supplement
Signed at _________________ on this the _____ day of _____________________ 2026.
For and on behalf of
[Insert Noteholder]
___________________________ ___________________________
Name: Name:
Capacity: Authorised signatory Capacity: Authorised signatory
Who warrants authority hereto Who warrants authority hereto
NOTES
This Consent Notice must be lodged with the relevant Participant of each Noteholder (that provided said
Noteholder with the Consent Notice), as follows:
1. in respect of the relevant Participant, either the original form may be lodged at the registered address
of such Participant, or a copy of the form may be emailed to such Participant (with the original to follow
shortly thereafter); and
2. on receipt of this Consent Notice, the relevant Participant must then notify Strate Proprietary Limited of
the total number of Consent Notices received, both in favour and not in favour of the proposed
resolutions and any abstentions by e-mail to Strate-CDAdmin@strate.co.za by no later than 17h00 on
Monday, 5 October 2026.
Date: 04/09/2026 08:00:00
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