Obligation Southern Africa 6.875% ( US836205AM61 ) en USD

Southern Africa

100 % ⇌

Afrique du Sud

US836205AM61 ( en USD )

6.875% par an ( paiement semestriel )

27/05/2019 - Obligation échue

Prospectus brochure de l'obligation South Africa US836205AM61 en USD 6.875%, échue

100 000 USD

2 000 000 000 USD

836205AM6

L'Afrique du Sud est une nation d'Afrique australe caractérisée par une grande diversité biologique, culturelle et linguistique, possédant une riche histoire marquée par l'apartheid et une économie diversifiée basée sur l'exploitation minière, l'agriculture et le tourisme.

L'obligation sud-africaine (ISIN : US836205AM61, CUSIP : 836205AM6), émise en USD pour un montant total de 2 000 000 000 USD, avec un taux d'intérêt de 6,875 %, une taille minimale d'achat de 100 000 USD et une maturité initialement fixée au 27/05/2019, a atteint sa maturité et a été intégralement remboursée à 100 % de sa valeur nominale.

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Table of Contents
Filed Pursuant to Rule 424
(b)(5)
Registration No. 333-
146334
PROSPECTUS SUPPLEMENT
(to Prospectus, dated November 15, 2007)

REPUBLIC OF SOUTH AFRICA
US$1,500,000,000
6.875% Notes due 2019
The 6.875% Notes due May 27, 2019 (the "Notes") bear interest at the rate of 6.875% per year, accruing from May 27, 2009.
Interest on the Notes is payable on May 27 and November 27 of each year, commencing November 27, 2009. The Notes mature
on May 27, 2019. The Notes are not redeemable prior to maturity.
Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg, as
competent authority under Directive 2003/71/EC (the "Prospectus Directive"), to approve this Prospectus Supplement together
with the accompanying Prospectus as a prospectus for the purposes of the Prospectus Directive.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg
Stock Exchange's regulated market (which is a regulated market for the purpose of the Market and Financial Instruments
Directive 2004/39/EC) and to be listed on the official list of the Luxembourg Stock Exchange.
The Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those
applicable to South Africa's outstanding external debt issued prior to May 16, 2003. Under these provisions, which are described
beginning on page 11 of the accompanying Prospectus dated November 15, 2007 (the "Prospectus"), South Africa may amend the
payment provisions of the Notes with the consent of the holders of 75% of the aggregate principal amount of the outstanding
Notes.
Copies of this Prospectus Supplement and the accompanying Prospectus dated November 15, 2007 may be obtained from the
Luxembourg Stock Exchange website at http://www.bourse.lu.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
See "Risk Factors" beginning on page S-20 to read about certain risks you should consider before investing in the
Notes.

Per Note
Total

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Public Offering Price(1)

99.189%
$1,487,835,000
Underwriting Discount

0.200%
$
3,000,000
Proceeds, before expenses, to South Africa

98.989%
$1,484,835,000

(1) Plus accrued interest from May 27, 2009 if settlement occurs after that date.
The Underwriters expect to deliver the Notes in book-entry form only through the facilities of the Depository Trust Company,
or DTC, on or about May 27, 2009.

The Joint Lead Managers for the Notes are:

Barclays Capital

J.P. Morgan

The Co-Lead Manager for the Notes is:

Standard Bank

The date of this Prospectus Supplement is May 19, 2009.

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TABLE OF CONTENTS
Prospectus Supplement

Page
INTRODUCTION

S-2
FORWARD-LOOKING STATEMENTS

S-5
OVERVIEW OF THE ISSUE

S-6
RISK FACTORS

S-20
USE OF PROCEEDS

S-24
DESCRIPTION OF THE NOTES

S-25
GLOBAL CLEARANCE AND SETTLEMENT

S-29
TAXATION

S-32
UNDERWRITING

S-37
JURISDICTIONAL RESTRICTIONS

S-39
LEGAL MATTERS

S-44
GENERAL INFORMATION

S-45
DOCUMENTS INCORPORATED BY REFERENCE

S-47
Prospectus

Page
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

2
USE OF PROCEEDS

2
DESCRIPTION OF DEBT SECURITIES

2
DESCRIPTION OF WARRANTS

13
PLAN OF DISTRIBUTION

14
OFFICIAL STATEMENTS

15
VALIDITY OF THE SECURITIES

15
AUTHORIZED REPRESENTATIVE

16
FURTHER INFORMATION

16
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Table of Contents
INTRODUCTION
This Prospectus Supplement supplements the attached Prospectus relating to the debt securities and warrants of
the Republic of South Africa (the "Republic" or "South Africa"). You should read this Prospectus Supplement along
with the attached Prospectus, which together constitute a prospectus within the meaning of article 5 of directive
2003/71/EC. Both documents contain information you should consider when making your investment decision.
Certain other documents are incorporated by reference into this Prospectus Supplement and the Prospectus. Please
see "Documents Incorporated by Reference" in this Prospectus Supplement and "Incorporation of Certain
Documents by Reference" in the Prospectus. If the information in this Prospectus Supplement differs from the
information contained in the Prospectus, you should rely on the information in this Prospectus Supplement.
No dealer, salesperson or other person has been authorized to give any information or to make any representations
other than those contained in this Prospectus Supplement and the accompanying Prospectus and, if given or made,
such information or representations must not be relied upon as having been authorized by the Republic or the
Underwriters. This Prospectus Supplement and the accompanying Prospectus do not constitute an offer to buy or a
solicitation of an offer to sell any securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus Supplement and the accompanying
Prospectus nor any exchange, purchase or sale made hereunder shall, under any circumstances, create any
implication that the information in this Prospectus Supplement and the accompanying Prospectus is correct as of any
time subsequent to the date hereof or that there has been no change in the affairs of the Republic since such date.
The Republic accepts responsibility for the information it has provided in this Prospectus Supplement and the
Prospectus and, after having taken all reasonable care and to the best of its knowledge, confirms that:
· the information contained in this Prospectus Supplement and the Prospectus is true and correct in all
material respects and is not misleading, and
· it has not omitted other facts the omission of which makes this Prospectus Supplement and the Prospectus
as a whole misleading.
The Notes are debt securities of the Republic, which are being offered under the Republic's registration statement
no. 333-146334 filed with the U.S. Securities and Exchange Commission (the "Commission") under the U.S.
Securities Act of 1933, as amended. This Prospectus Supplement and the Prospectus are part of the registration
statement. The Prospectus provides you with a general description of the securities that the Republic may offer, and
this Prospectus Supplement contains specific information about the terms of the Notes. This document also adds,
updates or changes information provided or incorporated by reference in the Prospectus. Consequently, before you
decide to participate in the offering, you should read this Prospectus Supplement together with the Prospectus as well
as the documents incorporated by reference in the Prospectus Supplement and Prospectus.
A decision to participate or not participate in the offering will involve certain risks. It is important that you read
"Risk Factors" beginning on page S-20 of this document.
None of this Prospectus Supplement, the Prospectus nor any document incorporated by reference are intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of
South Africa or the Underwriters that any recipient of this Prospectus Supplement, the Prospectus or any document
incorporated by reference should purchase Notes.
You must comply with all laws that apply to you in any place in which you possess this Prospectus Supplement
and the accompanying Prospectus. You must also obtain any consents or approvals that you need in order to purchase
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Notes. Neither the Republic nor the Underwriters is responsible for your
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compliance with these legal requirements. It is important that you read "Jurisdictional Restrictions" beginning on
page S-39 of this Prospectus Supplement.
The Republic has prepared the offering and is solely responsible for its contents. You are responsible for making
your own examination of the Republic and your own assessment of the merits and risks of purchasing Notes pursuant
to the offering. By purchasing Notes, you will be deemed to have acknowledged that:
· you have reviewed the offering;
· you have had an opportunity to request and review any additional information that you may need; and
· the Underwriters are not responsible for, and are not making any representation to you concerning, the
accuracy or completeness of the offering.
The Republic and the Underwriters are not providing you with any legal, business, tax or other advice in the
offering. You should consult with your own advisors as needed to assist you in making your investment decision and
to advise you whether you are legally permitted to purchase Notes.
As used in this Prospectus Supplement, "business day" means any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New
York City or London.
In this Prospectus Supplement, all amounts are expressed in South African rand ("R", "Rand" or "rand"), Euros
("" or "euros") or U.S. dollars ("US$", "$" or "dollars"), except as otherwise specified.
The South African government is a foreign sovereign government. Consequently, it may be difficult for investors
to obtain or realize upon judgments of courts in the United States against the South African government. The South
African government will irrevocably submit to the jurisdiction of the Federal and State courts in The City of New
York, and will irrevocably waive any immunity from the jurisdiction (including sovereign immunity but not any
immunity from execution or attachment or process in the nature thereof) of such courts and any objection to venue, in
connection with any action arising out of or based upon the Notes brought by any holder of Notes. The South African
government reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of
1976 (the "Immunities Act") with respect to actions brought against it under United States federal securities laws or
any state securities laws. In the absence of a waiver of immunity by the South African government with respect to
such actions, it would not be possible to obtain a U.S. judgment in such an action against the South African
government unless a court were to determine that the South African government is not entitled under the Immunities
Act to sovereign immunity with respect to such action. Enforceability in South Africa of final judgments of U.S.
courts obtained in actions predicated upon the civil liability provisions of the United States federal securities laws is
subject, among other things, to the absence of a conflicting judgment by a South African court or of an action
pending in South Africa among the same parties and arising from the same facts and circumstances and to the South
African courts' determination that the U.S. courts had jurisdiction, that process was appropriately served on the
defendant and that enforcement would not violate South African public policy. In general, the enforceability in South
Africa of final judgments of U.S. courts obtained other than by default would not require retrial in South Africa. In
original actions brought before South African courts, there is uncertainty as to the enforceability of liabilities based
on the United States federal securities laws. The South African courts may enter and enforce judgments in foreign
currencies. See "Description of Debt Securities--Governing Law; Consent to Service" in the Prospectus.
In connection with the issue of the Notes, the Underwriters or any person acting for the Underwriters may over-
allot or (provided that the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate
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principal amount of the Notes) effect transactions with a view to supporting the market
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price of the Notes at a level higher than that which might otherwise prevail. However there is no assurance that the
Underwriters (or any person acting on behalf of the Underwriters) will undertake such stabilizing action. Any
stabilizing action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Notes is made and, if begun, may be ended at any time, but it must end at no later than the earlier of 30 days after the
issue of the Notes and 60 days after the date of allotment of the Notes.
This Prospectus Supplement and the Prospectus have been sent to you in an electronic form. You are reminded
that documents transmitted via this medium may be altered or changed during the process of electronic transmission
and consequently neither the Republic nor the Underwriters or any person who controls an Underwriter or any
director, officer, employee or agent of the Underwriters or any affiliate of such person will accept any liability or
responsibility whatsoever in respect of any difference between the Prospectus Supplement and the Prospectus
distributed to you in electronic format and the Prospectus Supplement and the Prospectus in their original form.
The distribution of this Prospectus Supplement and the accompanying Prospectus and the offering of the
Notes in certain jurisdictions is restricted by law. Persons who acquire this Prospectus Supplement and the
accompanying Prospectus are required by the Republic and the Underwriters to inform themselves about, and
to observe, any such restrictions. See "Jurisdictional Restrictions" in this Prospectus Supplement.
We expect that delivery of the Notes will be made on or about the date specified on the cover page of this
Prospectus Supplement, which will be the fifth business day following the date of this Prospectus Supplement.
Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are
required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, the purchasers who wish to trade the Notes on the date of this Prospectus Supplement or the next
three succeeding business days will be required to specify an alternate settlement cycle at the time of any such
trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of this
Prospectus Supplement or the next three succeeding business days should consult their own advisor.
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FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the Prospectus contain certain forward-looking statements within the meaning of
Section 27A of the U.S. Securities Act of 1933. Statements that are not historical facts, including statements with
respect to certain of the expectations, plans and objectives of South Africa and the economic, monetary and financial
conditions of the Republic, are forward-looking in nature. These statements are based on current plans, estimates and
projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of
the date that they are made, and South Africa undertakes no obligation to publicly update any of them in light of new
information or future events.
Forward-looking statements involve inherent risks and uncertainties. South Africa cautions you that a number of
important factors could cause actual results to differ materially from those contained in any forward-looking
statement. Such factors include, but are not limited to:
·
external factors, such as interest rates in financial markets outside South Africa and social and economic
conditions in South Africa's neighbors and major export markets; and

·
internal factors, such as general economic and business conditions in South Africa, present and future
exchange rates of the rand, foreign currency reserves, the ability of the South African government to enact key
reforms, the level of domestic debt, domestic inflation, the level of foreign direct and portfolio investment and
the level of South African domestic interest rates.
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Document Outline

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