On 28
June 2010, Bank Windhoek Limited (the Issuer), established a
NAD1,000,000,000 Note Programme (the Programme) pursuant to a programme
memorandum dated 28 June 2010 which was subsequently amended, restated
and increased to AR5,000,000,000/NAD5,000,000,000 on 12 November 2013
(together, the Previous Programme Memoranda) for the issuance of notes.
This amended and restated programme memorandum (this Programme
Memorandum) will apply to all Notes (as defined herein) issued under the
Programme on or after 30 April 2019 (this Programme Date) and will in
respect of such Notes, supersede and replace the Previous Programme
Memoranda in their entirety.
Under this
Programme, the Issuer may from time to time issue notes (the Notes),
which expression shall include Senior Notes and Subordinated Notes (each
as defined herein) denominated in any currency agreed by the Issuer and
the relevant Dealers (as defined herein) and further subject to all
Applicable Laws (as defined herein) and, in the case of Notes listed on
the Interest Rate Market of the JSE Limited (JSE), the Debt Listings
Requirements of the JSE, in respect of Notes listed on the Namibian
Stock Exchange (NSX), the listing requirements of the NSX or in respect
of Notes listed on any other Financial Exchange(s), the rules and
regulations of such other Financial Exchange(s) (as defined herein) as
may be determined by the Issuer and the relevant authority, that are
subject to the terms and conditions (the Terms and Conditions) contained
in this Programme Memorandum. Any other terms and conditions not
contained in the Terms and Conditions that are applicable to any Notes,
replacing or modifying the Terms and Conditions, will be set forth in a
pricing supplement (the Applicable Pricing Supplement).
Capitalised
terms used in this Programme Memorandum are defined in the section of
this Programme Memorandum headed “Terms and Conditions of the Notes”,
unless separately defined, and/or in relation to a Tranche of Notes, in
the Applicable Pricing Supplement.
As at the
Programme Date, the Programme Amount is
ZAR5,000,000,000/NAD5,000,000,000, respectively. This Programme
Memorandum will apply to the Notes issued under the Programme in an
aggregate outstanding Nominal Amount which will not exceed
ZAR5,000,000,000/NAD5,000,000,000 in respect of both SA Notes and NAM
Notes, unless such amount is increased by the Issuer as described more
fully in the section of this Programme Memorandum headed “General
Description of the Programme”.
