offer
8 May 2007
The Republic of South Africa announced today a transaction designed to
enhance the profile of its international debt. Holders of the Republic's four
United States (US) dollar-denominated bonds due 2009, 2012, 2014 and 2017 are
invited to exchange these bonds for a new US dollar-denominated bond or tender
for cash, while holders of the Republic's Euro-denominated bonds due 2008 and
2013 are invited to tender these bonds for cash.
The new US dollar-denominated bond will be open to cash purchasers and will
serve to extend the Republic's maturity profile in the international bond
markets. As a whole, the transaction will have no impact on the amount of the
Republic's debt in the international markets.
The objectives of this transaction can be summarised as follows:
* enhance the maturity profile of the Republic's international bonds, via a
debt-neutral transaction
* set a new US dollar benchmark for South Africa, which will provide a liquid
reference point in the coming years
* maintain the Republic's presence in the international bond markets and
continue to diversify the Republicâs international investor base
* reinforce the Republic's reputation as an investor-friendly and an innovative
issuer in the international markets.
The Republic has appointed Barclays Capital (in association with Absa
Capital) and Citigroup as Joint Dealer Managers for this transaction, following
a selection process among the primary dealers in the South African domestic
government bond market. Absa Capital and aloeCap are working with Barclays
Capital and Citigroup on the transaction.
Holders of the Republic's US dollar-denominated and Euro-denominated bonds
should carefully review the Prospectus Supplement dated 8 May 2007 to the
prospectus dated 20 August 2003 and consider the risk factors discussed in the
prospectus supplement, before deciding on what action to take. The transaction
is subject to various conditions, as set out in the prospectus supplement,
including a prioritisation mechanism for the existing bonds.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be a sale of the securities referenced in
this communication in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
This communication is not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration or an exemption from registration. Any public offering of
securities to be made in the United States will be made by means of a
prospectus that may be obtained from the issuer or selling security holder and
that will contain detailed information about the company and management, as
well as financial statements. The Republic intends to register the new notes in
the United States.
The transactions, including distribution of materials relating to the
transactions, are restricted by law in certain jurisdictions. If materials
relating to the transactions come into your possession, you are required by the
Republic to inform yourself of and to observe all of these restrictions. The
materials relating to the transaction do not constitute, and may not be used in
connection with, an offer or solicitation in any place where offers or
solicitations are not permitted by law.
Copies of the prospectus supplement may be obtained from the Information and
Exchange Agent. If you are in Luxembourg, copies of the prospectus supplement
may be obtained from the Luxembourg Exchange Agent.
The Information and Exchange Agent is:
Bondholder Communications Group
Website: http://www.bondcom.com/rsa
Rachel Andrews
E-mail: randrews@bondcom.com
30 Broad Street, 46th Floor
New York, NY 10004
In the United States
Toll free: 888 385 2663
Outside the United States
Tel: 012 809 2663
28 Throgmorton Street, 1st Floor
London EC2N 2AN
Tel: 440 20 7382 4580
The Luxembourg Exchange Agent is:
Deutsche Bank Luxembourg S.A.
CTAS Operations, Group Technology and Operations (GTO)
2 Bld Konrad Adenauer, L-1115 Luxembourg
Tel: (00352) 421.22.639
Fax: (00352) 47.31.36
The Joint Dealer Managers are:
Barclays Capital Incorporation
200 Park Avenue
New York, New York 10166
United States of America
Toll free: (1) (866) 307 8991
Collect: +1 (212) 412 4072
In London, call: +44 20 7773 5484
Citigroup Global Markets Incorporation
388 Greenwich Street
New York, New York 10013
United States of America
Toll Free: (1) (800) 558 3745
Collect: +1(212)723 6106
Enquiries:
Thoraya Pandy
Cell: 012 315 5944
Issued by: National Treasury
8 May 2007
