Obligation Southern Africa 4.665% ( US836205AQ75 ) en USD

Southern Africa

100 % ▲

Afrique du Sud

US836205AQ75 ( en USD )

4.665% par an ( paiement semestriel )

16/01/2024 - Obligation échue

Prospectus brochure de l'obligation South Africa US836205AQ75 en USD 4.665%, échue

100 000 USD

1 500 000 000 USD

836205AQ7

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.

La République d'Afrique du Sud, en tant qu'émetteur souverain, a mené à bien le remboursement de son obligation de type "Bond", identifiée par le code ISIN US836205AQ75 et le code CUSIP 836205AQ7. L'Afrique du Sud, pays d'émission de cette dette libellée en dollars américains (USD), est une économie émergente clé sur le continent africain. Cette émission, dont la maturité était fixée au 16 janvier 2024, portait un taux d'intérêt nominal de 4.665% et prévoyait une fréquence de paiement des intérêts de deux fois par an. La taille totale de cette émission s'élevait à 1 500 000 000 USD, avec une taille minimale d'achat fixée à 100 000 USD par tranche. Avant son échéance, l'obligation se négociait à 100% de son prix sur le marché, attestant de son remboursement intégral à sa valeur faciale à la date de maturité. Cette obligation est ainsi arrivée à son terme et a été entièrement remboursée conformément à ses conditions, marquant une conclusion réussie pour cette ligne de financement du gouvernement sud-africain.

Final Prospectus Supplement
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424B5 1 d267756d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-163821

PROSPECTUS SUPPLEMENT
(to Prospectus, dated December 18, 2009)
US$1,500,000,000
4.665% Notes due 2024
The 4.665% Notes due January 17, 2024 (the "Notes") bear interest at the rate of 4.665% per year, accruing from January 17,
2012. Interest on the Notes is payable on January 17 and July 17 of each year, commencing July 17, 2012. The Notes mature on
January 17, 2024. 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 (the
"CSSF"), 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 December 18, 2009 (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.
Upon listing and admission to trading of the Notes offered hereunder on the Luxembourg Stock Exchange, copies of this
Prospectus Supplement and the accompanying Prospectus dated December 18, 2009 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 OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
See "Risk Factors" beginning on page S-11 to read about certain risks you should consider before investing in the Notes.

Per Note
Total

Public Offering Price(1)

100.000%
$1,500,000,000
Underwriting Discount

0.150%

$
2,250,000
Proceeds, before expenses, to South Africa

99.850% $1,497,750,000
(1) Plus accrued interest from January 17, 2012 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
("DTC") on or about January 17, 2012.
The Joint Lead Managers for the Notes are:

Barclays Capital

Citigroup
The Co-Managers for the Notes are:

Nedbank Capital

Rand Merchant Bank
The date of this Prospectus Supplement is January 9, 2012.
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TABLE OF CONTENTS

Prospectus Supplement

Page

Page
INTRODUCTION
TAXATION

S-2

S-25
FORWARD-LOOKING STATEMENTS
UNDERWRITING

S-5

S-31
OVERVIEW OF THE ISSUE
JURISDICTIONAL RESTRICTIONS

S-6

S-33
RISK FACTORS
LEGAL MATTERS

S-11

S-37
USE OF PROCEEDS
GENERAL INFORMATION

S-15

S-38
DESCRIPTION OF THE NOTES
DOCUMENTS INCORPORATED BY REFERENCE

S-16

S-40
GLOBAL CLEARANCE AND SETTLEMENT

S-21

Prospectus

Page

Page
INCORPORATION OF CERTAIN DOCUMENTS
PLAN OF DISTRIBUTION

13

BY REFERENCE
OFFICIAL STATEMENTS

2

14

USE OF PROCEEDS
VALIDITY OF THE SECURITIES

2

15

DESCRIPTION OF DEBT SECURITIES
AUTHORIZED REPRESENTATIVE

2

15

DESCRIPTION OF WARRANTS
FURTHER INFORMATION

12

15

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INTRODUCTION
This Prospectus Supplement supplements the accompanying Prospectus relating to the debt securities and warrants of the
Government of the Republic of South Africa (the "National Government," the "South African Government," the "Republic" or "South
Africa," unless references to the "Republic" or "South Africa," within any particular context, clearly indicate a reference to the
sovereign state of the Republic of South Africa). You should read this Prospectus Supplement along with the accompanying
Prospectus, which together constitute a prospectus within the meaning of article 5.3 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 accompanying Prospectus. Please see "Documents Incorporated by Reference" in this Prospectus
Supplement and "Incorporation of Certain Documents by Reference" in the accompanying Prospectus. If the information in this
Prospectus Supplement differs from the information contained in the accompanying Prospectus, you should rely on the information in
this Prospectus Supplement. Upon listing and admission to trading of the Notes offered hereunder on the Luxembourg Stock Exchange,
a Listing Prospectus Supplement (the "Listing Prospectus Supplement") will be filed with the Luxembourg Stock Exchange. You
should read the Listing Prospectus Supplement once it becomes available on the website of the Luxembourg Stock Exchange
(http://www.bourse.lu).
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 accompanying
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 accompanying 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 accompanying

Prospectus as a whole misleading.
The Notes are debt securities of the Republic, which are being offered under the Republic's registration statement no.
333-163821 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 accompanying 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 Prospectus Supplement also adds, updates or changes information provided or
incorporated by reference in the accompanying Prospectus. Consequently, before you decide to participate in the offering, you should
read this Prospectus Supplement together with the accompanying Prospectus as well as the documents incorporated by reference in
this Prospectus Supplement and the accompanying 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-11 of this Prospectus Supplement.

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None of this Prospectus Supplement, the accompanying 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 accompanying 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 Notes. Neither the
Republic nor the Underwriters is responsible for your compliance with these legal requirements. It is important that you read
"Jurisdictional Restrictions" beginning on page S-33 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"), Japanese yen ("¥") or U.S. dollars ("US$," "$" or "dollars"), except as otherwise specified.
References in this Prospectus Supplement to fiscal years are to the Republic's fiscal year beginning April 1 and ending
March 31. For example, the 2011 fiscal year refers to the fiscal year beginning April 1, 2010 and ending March 31, 2011.
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

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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 principal amount of the
Notes) effect transactions with a view to supporting the market 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 accompanying 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, as amended, 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 accompanying Prospectus contain certain forward-looking statements within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended. Statements that are not historical facts, including statements with respect
to certain of the current expectations, plans and objectives of South Africa and the economic, monetary and financial conditions of the
Republic, are forward-looking in nature. These statements may be made expressly in this Prospectus Supplement or may be in other
documents. South Africa refers you to or has filed with the U.S. Securities and Exchange Commission (the "SEC"). You can find many
of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," or similar expressions used in this
Prospectus Supplement or documents to which South Africa refers you.
These forward-looking statements are subject to numerous assumptions, risks, and uncertainties that may cause South Africa's
actual results to be materially different from any future results expressed or implied by the Republic in those statements. The risks and
uncertainties include those risks, uncertainties, and risk factors identified, among other places, under "Risk Factors" below. 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.
Because these statements are subject to risks and uncertainties, actual results may differ materially from those expressed or
implied by the forward-looking statements. South Africa cautions you not to place undue reliance on those statements, which speak
only as of the date of this Prospectus Supplement or, in the case of documents South Africa refers you to or incorporates by reference,
the date of such documents.
The cautionary statements contained or referred to in this section should be considered in connection with any subsequent
written or oral forward-looking statements that the Republic or persons acting on its behalf may issue. South Africa does not
undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-
looking statements to reflect events or circumstances after the date of this Prospectus Supplement or to reflect the occurrence of
unanticipated events.

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OVERVIEW OF THE ISSUE
This Prospectus Supplement and the accompanying Prospectus contain information that should be read carefully before
any decision is made with respect to the offering. Any decision to invest in the Notes by an investor should be based on
consideration of the Prospectus Supplement and the accompanying Prospectus as a whole. You should read this entire
Prospectus Supplement and the accompanying Prospectus carefully. The following overview is qualified in its entirety by
reference to, and should be read in connection with, the information appearing elsewhere or incorporated by reference in this
Prospectus Supplement and the accompanying Prospectus. Each of the capitalized terms used in this overview and not defined
herein has the meaning set forth elsewhere in this Prospectus Supplement. Following the implementation of the relevant
provisions of the Prospectus Directive in each member state of the European Economic Area (each a "Member State"), no
civil liability will attach to the Republic in any such Member State solely on the basis of this overview, including any
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with other parts of this Prospectus
Supplement and the accompanying Prospectus. Where a claim relating to the information contained in the Prospectus
Supplement or the accompanying Prospectus is brought before a court in a Member State, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear the costs of translating the
Prospectus Supplement and the accompanying Prospectus before the legal proceedings are initiated.
This section provides information that supplements the information about South Africa that is included in South Africa's
Annual Report on Form 18-K, as amended, which was filed with the Commission on November 30, 2011 ("Annual Report"). To
the extent that the information in this section differs from the information contained in South Africa's Annual Report, you
should rely on the information in this section.
On December 8, 2011, the South African Reserve Bank released its December 2011 Quarterly Bulletin ("December
Quarterly Bulletin"). South Africa filed the December Quarterly Bulletin with the Commission on January 9, 2012 under
cover of Form 18-K/A ("Amendment No. 1"), which is incorporated by reference into this Prospectus Supplement and the
accompanying Prospectus. You should read the December Quarterly Bulletin in conjunction with the other information
appearing elsewhere in this Prospectus Supplement and the accompanying Prospectus.
The Issuer
South Africa has been an established constitutional democracy since 1994, when it held its first fully democratic national
elections. South Africa has the most developed economy in Sub-Saharan Africa, and accounts for one-third of the aggregate GDP
of Sub-Saharan Africa. The South African economy is diverse and supported by a well developed legal system and a
sophisticated financial system. The major strengths of the South African economy are its services and manufacturing sectors, its
strong physical and economic infrastructure and its abundant natural resources, including gold, platinum metals and coal.
As in many other economies, the National Government has taken steps to mitigate the impact of the global economic crisis on
the economy through more expansionary fiscal and monetary policies and measures to support ailing industries.
The sound banking system, low public debt levels and prudential regulations on household debt levels have insulated the
nation from the worst effects of the global financial crisis. Growth is expected to pick up over the next three years, supported by
robust household consumption growth, sustained infrastructure investment spending and a gradual recovery in private fixed
capital formation.
Following the global recession in 2008-2009 and the subsequent economic recovery in 2010, South Africa's GDP growth
slowed from a seasonally adjusted annual rate of 4.8% in the first quarter of 2011 to 1.3% in the

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second quarter of 2011 and 1.4% in the third quarter of 2011. This was due to a contraction in manufacturing, mining and
agriculture. The slower-than-expected pace of economic growth was reflected in a shortfall in tax collections and consequently a
widening of the fiscal deficit. The 2011 MTBPS projects that South Africa will experience a moderate pace of GDP growth of
3.1% in 2011, rising to 3.4% in 2012, 4.1% in 2013 and 4.3% in 2014.
Since the end of the 2008-2009 recession, the labor market recovery has been sluggish, with formal sector non-agricultural
employment just 2.6% higher than its low in March 2010, compared to output growth of 6.2% over the last two years. However,
during the third quarter of 2011, there were employment gains in most sectors. As a result, according to Stats SA, unemployment
fell from 25.7% in the second quarter of 2011 to 25.0% in the third quarter.
Consumer price inflation ("CPI inflation") registered rates in excess of the 6% upper level of the target range in December
2009 and January 2010, but receded into the target range in February 2010 and continued receding in ensuing months to a
year-on-year rate of 3.2% in September 2010. Thereafter this twelve-month rate started to accelerate in consecutive months and
amounted to 5.7% in September 2011. The acceleration in CPI inflation resulted mainly from higher rates of increase in consumer
goods prices.
The following table summarizes the National Government debt as of March 31 in each of the years 2007 through 2011 and as
of September 30, 2011.
Total Debt of the National Government

As of

As of March 31,

September 30,

2007

2008

2009

2010

2011

2011

Rand (million)

Government bonds
422,064 426,415 462,751 585,976 733,438 807,369

Treasury bills
45,800
51,850 65,000
114,540 136,150 151,730

Marketable internal debt
467,864 478,265 527,751 700,516 869,588 959,099

Non-marketable internal debt
3,238
2,555
1,956

4,944

23,133
26,360

Total internal debt
471,102 480,820 529,707 705,460 892,721 985,459

Total external debt
82,581
96,218 97,268
99,454
97,851
112,866

Total loan debt gross
553,683 577,038 626,975 804,914 990,572 1098,325

Cash balances
(75,315) (93,809) (101,349) (131,727) (173,556) (151,520)

Total loan debt net(1)
478,368 483,229 525,626 673,187 817,016 946,805

GFECRA
28,514
72,189 101,585 35,618
28,283
28,283(2)

As percentages of GDP:

Net loan debt
26.1%
23.3%
22.7%
27.6%
29.7%
34.5%
Foreign debt
4.5%
4.6%
4.2%
4.1%
3.6%
4.1%
As percentage of gross loan debt:

Foreign debt
14.9%
16.7%
15.5%
12.4%
9.9%
10.3%
Notes:
(1) The total debt (net) is calculated with due account of the bank balances of the National Revenue Fund (balances of the
National Government's accounts with the SARB and with commercial banks).
(2) Represents the balance on the GFECRA on March 31, 2011. A negative balance indicates a loss and a positive balance
reflects a profit.
Source: South African National Treasury.

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The Offering

Issuer:

Republic of South Africa.
Securities Offered:

4.665% Notes due 2024.
Maturity Date:

January 17, 2024.
Aggregate Principal Amount:

US$1,500,000,000.
Issue Price:
100.000% of the principal amount of the Notes, plus accrued interest, if any, from

January 17, 2012.
Issue Date:

The Notes are expected to be issued on or about January 17, 2012.
Interest Rate:

4.665% per annum.
Interest Calculations:
Interest payable on a particular interest payment date will be calculated on the basis

of a 360-day year consisting of twelve 30-day months.
Interest Payment Dates:

January 17 and July 17 of each year, commencing July 17, 2012.
Redemption:
The Notes are not subject to redemption prior to maturity. At maturity, the Notes

will be redeemed at par.
ISIN:

US836205AQ75
CUSIP:

836205AQ7
Common Code:

073166691
Status and Ranking:
Upon issuance, the Notes will be direct unconditional and general obligations of the
Republic and will rank equally with other external debt of the Republic
denominated in currencies other than Rand which is (i) payable to a person or entity
not resident in South Africa and (ii) not owing to a South African citizen. See "Debt
Securities -- Status of the Debt Securities" and "Debt Securities -- Negative

Pledge" in the accompanying Prospectus.
Markets:
The Notes are offered for sale in those jurisdictions where it is legal to make such

offers. See "Underwriting" and "Jurisdictional Restrictions."
Listing and Admission to Trading:
Application has been made to list and trade the Notes on the regulated market
"Marché Officiel" of the Luxembourg Stock Exchange, Bourse de Luxembourg.

Listing will be made on the official list of the Luxembourg Stock Exchange.
Form:
The Notes will be book-entry securities in fully registered form, without coupons,
registered in the names of investors or their nominees in denominations of

US$100,000 and integral multiples of US$1,000 in excess thereof.
Clearance and Settlement:
Beneficial interests in the Notes will be shown on, and transfer thereof will be
effected only through, records maintained by DTC and its participants, unless
certain contingencies occur, in which case the Notes will be issued in definitive
form. Investors may elect to hold interests in the Notes through DTC, Euroclear or
Clearstream Banking Luxembourg, if they are participants in such systems, or
indirectly through organizations that are participants in such systems. See "Global

Clearance and Settlement."

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Paying Agent in Luxembourg:

Deutsche Bank Luxembourg S.A.
Payment of Principal and Interest:
Principal and interest on the Notes will be payable in U.S. dollars or other legal
tender of the United States of America. As long as the Notes are in the form of a
book-entry security, payments of principal and interest to investors shall be made
through the facilities of the DTC. See "Description of the Notes -- Payment" and
"Global Clearance and Settlement -- Ownership of Notes through DTC, Euroclear

and Clearstream Banking Luxembourg."
Default:
The Notes will contain events of default, the occurrence of which may result in the
acceleration of our obligations under the Notes prior to maturity. See "Debt
Securities -- Default" and "-- Acceleration of Maturity" in the accompanying

Prospectus.
Collective Action Securities:
The Notes will be designated collective action securities under the Amended and
Restated Fiscal Agency Agreement, dated as of May 15, 2003, between the
Republic and Deutsche Bank Trust Company Americas (the "Fiscal Agency
Agreement"). The Notes will contain provisions regarding acceleration and voting
on amendments, modifications, changes and waivers that differ from those
applicable to certain other series of U.S. dollar denominated debt securities issued
by the Republic and described in the accompanying Prospectus. The provisions
described in this Prospectus Supplement will govern the Notes. These provisions
are commonly referred to as "collective action clauses." Under these provisions,
we may amend certain key terms of the Notes, including the maturity date, interest
rate and other payment terms, with the consent of the holders of not less than 75% of
the aggregate principal amount of the outstanding Notes. Additionally, if an event of
default has occurred and is continuing, the Notes may be declared to be due and
payable immediately by holders of not less than 25% of the aggregate principal
amount of the outstanding Notes. These provisions are described in the sections
entitled "Description of the Notes -- Default; Acceleration of Maturity" and "--
Amendments and Waivers" in this Prospectus Supplement and "Collective Action

Securities" in the accompanying Prospectus.
Sinking Fund:

None.
Prescription Period:

None.
Fiscal Agency Agreement:

The Notes will be issued pursuant to the Fiscal Agency Agreement.

Taxation:
For a discussion of United States, South African and Luxembourg tax consequences
associated with the Notes, see "Taxation" in this Prospectus Supplement. Investors
should consult their own tax advisors in determining the foreign, U.S. federal, state,
local and any other tax consequences to them of the purchase, ownership and
disposition of the Notes.
Principal of and interest on the Notes are payable by the Republic without
withholding or deduction from South African withholding taxes to the extent set

forth herein. See "Description of the Notes -- South African Taxation."

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