Bond Southern Africa 5.875% ( US836205AL88 ) in USD

Southern Africa

100 % ▼

South Africa

US836205AL88 ( in USD )

5.875% per year ( payment 2 times a year)

29/05/2022 - Bond has expired

Prospectus brochure of the bond South Africa US836205AL88 in USD 5.875%, expired

100 000 USD

1 000 000 000 USD

836205AL8

South Africa is a diverse country located at the southern tip of Africa, renowned for its stunning landscapes, rich biodiversity, vibrant culture, and complex history encompassing colonialism, apartheid, and a subsequent transition to democracy.

The Bond issued by Southern Africa ( South Africa ) , in USD, with the ISIN code US836205AL88, pays a coupon of 5.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/05/2022

Page 1 of 66
424B5 1 file1.htm FORM 424B5 Table of Contents
Filed pursuant to Rule 424
Registration No. 333-10
PROSPECTUS SUPPLEMENT
(to Prospectus, dated August 20, 2003)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
NOT FOR DISTRIBUTION TO ANY ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE REPUBLIC OF ITALY.
This prospectus supplement does not constitute an invitation to participate in the Global Note Offering in or from any jurisdiction in
or from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws o
otherwise. The distribution of this document in certain jurisdictions (in particular, Belgium, Italy and the United Kingdom) may b
restricted by law. See ``Jurisdictional Restrictions'' below. Persons into whose possession this document comes are required by each
of the Republic of South Africa and the Joint Dealer Managers to inform themselves about, and to observe, any such restrictions .

REPUBLIC OF SOUTH AFRICA
U.S.$1,000,000,000
5.875% Notes due 2022
The 5.875% Notes due 2022 (the ``New Notes'') will be direct, unconditional and general obligations of the Republic. The New Notes
mature on May 30, 2022. The Republic will pay interest on the New Notes in U.S. dollars on May 30 and November 30 of each year,
commencing November 30, 2007.
The New Notes are being issued pursuant to the recently concluded offering for cash of New Notes (the ``Cash Offering'') and invitati
the Republic (the ``Invitation'', and together with the Cash Offering, the ``Global Note Offering'') to the holders of the Republic's 9 1/8% N
due 2009, 8½% Notes due 2017, 7 3/8% Notes due 2012 and 6½% Notes due 2014 (together, the ``USD Eligible Notes'') and the 7% Notes
2008 and 5¼% Notes due 2014 (together, the ``Euro Eligible Notes'', and together with the USD Eligible Notes, the ``Eligible Notes''), to s
offers to tender for cash the Eligible Notes and to Exchange the USD Eligible Notes for New Notes on the terms and subject to the condition
forth in the prospectus supplement dated May 8, 2007 and the accompanying prospectus dated August 20, 2003 and the addendum dated
March 27, 2006 (together with the accompanying prospectus dated August 20, 2003, the ``Prospectus''). See ``The Global Note Offering --
Results of the Global Note Offering'' in this prospectus supplement (the ``Prospectus Supplement'') for a summary of the results of the Glo
Note Offering.
The New Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable
South Africa's outstanding external debt issued prior to May 16, 2003. Under these provisions, which are described beginning on page 7 of t
Prospectus, South Africa may amend the payment provisions of the New Notes with the consent of the holders of 75% of the aggregate prin
amount of the outstanding New Notes.
In relation to the application to the Luxembourg Stock Exchange for the New Notes to be admitted to trading on the Luxembourg Stoc
Exchange's regulated market (which is a regulated market for the purpose of the Market and Financial Instruments Directive 2004/39/EC) a
be listed on the official list of the Luxembourg Stock Exchange, 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 approv
Prospectus Supplement together with the accompanying Prospectus as a prospectus for the purposes of the Prospectus Directive. The Comm
de Surveillance du Secteur Financier has not approved this Prospectus Supplement together with the accompanying Prospectus in relation to
Global Note Offering but only in relation to the admission to trading of the New Notes on the Luxembourg Stock Exchange's regulated mar
and their listing on the official list of the

Luxembourg Stock Exchange.
Application has been made to the Luxembourg Stock Exchange for the New 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) a
be listed on the official list of the Luxembourg Stock Exchange.
The New Notes will be ready for delivery in book-entry from only through the facilities of the Depository Trust Company, or DTC, on
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about

May 30, 2007.
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 OFFENCE.
See ``Risk Factors'' beginning on page S-10 to read about certain risks you should consider before investing in the New Notes.
The Joint Dealer Managers for the Invitation and the Joint Book Runners for the Cash Offering are:

Barclays Capital
Citi
The date of this Prospectus Supplement is May 16, 200
7

(continuation of cover page)
Any questions regarding the Global Note Offering or requests for additional copies of this
Prospectus Supplement, the Prospectus or related documents, which may be obtained free of charge, may
be directed to Bondholder Communications Group (the ``Information and Exchange Agent'') or Deutsche
Bank Luxembourg S.A. (the ``Luxembourg Exchange Agent'') at the telephone numbers provided on the
back cover of this Prospectus Supplement. Holders may also contact Barclays Capital Inc. or Citigroup
Global Markets Inc. (the ``Joint Dealer Managers'') at the telephone numbers provided on the back cover
of this Prospectus Supplement for information concerning the Global Note Offering .
S-1

TABLE OF CONTENTS
Prospectus Supplement

Page
Introduction
S-3
Forward-Looking Statements
S-5
Certain Legal Restrictions
S-5
Summary
S-6
Risk Factors
S-10
The Issuer
S-13
Recent Developments
S-15
The Global Note Offering
S-17
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Description of the New Notes
S-19
Global Clearance and Settlement
S-24
Taxation
S-28

Page
Joint Dealer Managers and Joint Book Runners; Plan of Distribution
S-35
Jurisdictional Restrictions
S-37
Legal Matters
S-43
General Information
S-43
Documents Incorporated by Reference
S-44
Annex A: Formula to Price USD Eligible Notes and New Notes
S-47
Annex B: Formula to Price Euro Eligible Notes
S-48
Annex C: Hypothetical Example for Exchange and Tender
S-49
Prospectus

Page
Incorporation of Certain Documents by Reference
2
Use of Proceeds
2
Description of Debt Securities
2
Description of Warrants
11
Plan of Distribution
12

Page
Official Statements
13
Validity of the Securities
13
Authorized Representative
14
Further Information
14
Addendum
A-1
S-2
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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.
Questions and requests for assistance may be directed to the Information and Exchange Agent or the Joint
Dealer Managers at their respective addresses and telephone numbers set forth on the back cover of this
Prospectus Supplement. Additional copies of this Prospectus Supplement, the Prospectus and related materials
may be obtained free of charge from the Information and Exchange Agent or the Luxembourg Exchange Agent.
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, the Joint Dealer Managers, the Information and Exchange Agent or the Luxembourg Exchange Agent.
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 th
at:

·
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 New Notes are debt securities of the Republic, which are being offered under the Republic's registration
statement no. 333-107393 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 Global Note
Offering. This document also adds, updates or changes information provided or incorporated by reference in the
Prospectus. Consequently, before you decide to participate in the Global Note 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 Global Note Offering will involve certain risks. It is
important that you read ``Risk Factors'' beginning on page S-10 of this document.
None of the Republic, the Joint Dealer Managers, the Information and Exchange Agent or the Luxembourg
Exchange Agent has expressed any opinion as to whether the terms of the Global Note Offering are fair. None of
the Republic, the Joint Dealer Managers, the Information and Exchange
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Table of Contents
Agent or the Luxembourg Exchange Agent makes any recommendation that you offer to exchange Eligible Notes
for New Notes, sell Eligible Notes for cash, purchase New Notes or refrain from doing so pursuant to the Global
Note Offering and no one has been authorized by the Republic, the Joint Dealer Managers, the Information and
Exchange Agent or the Luxembourg Exchange Agent to make any such recommendation. You must make your
own decision as to whether to offer to exchange Eligible Notes for New Notes, offer to sell Eligible Notes for
cash, purchase New Notes or refrain from doing so.
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 submit Offers and deliver Eligible Notes. None of the Republic, the Joint Dealer Managers, the
Information and Exchange Agent or the Luxembourg Exchange Agent is responsible for your compliance with
these legal requirements. It is important that you read ``Jurisdictional Restrictions'' beginning on page S-37 of
this Prospectus Suppleme
nt.
The Republic has prepared the Global Note 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
submitting an Offer to exchange or sell Eligible Notes and offering to purchase New Notes pursuant to the Cash
Offering. By making an Offer of your Eligible Notes or offering to purchase New Notes, you will be deemed to
have acknowledged that:

·
you have reviewed the Global Note Offering;

·
you have had an opportunity to request and review any additional information that you may need; and

·
the Joint Dealer Managers are not responsible for, and are not making any representation to you
concerning, the accuracy or completeness of the Global Note Offering.
The Republic and the Joint Dealer Managers are not providing you with any legal, business, tax or other
advice in the Global Note 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 submit Offers to exchange or
sell Eligible Notes or purchase New Note
s.
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''),
Euro (``'') or U.S. dollars (``US$'', ``$'' or ``dollars''), except as otherwise specified. On May 4, 2007 the noon
buying rate for cable transfers of rand, as reported by the Federal Reserve Bank of New York, was 6.9250 rand
per dollar (or 0.1444 dollars per rand). On May 4, 2007 the Euro foreign exchange reference rate for the rand as
at 2:15 p.m. Central European Time was 9.4745 rand per Euro (or 0.1055 Euro per rand).
The distribution of this Prospectus Supplement and the accompanying Prospectus and the offering of
the New Notes in certain jurisdictions is restricted by law. Persons who acquire this Prospectus
Supplement and the accompanying Prospectus are required by the Republic, the Joint Dealer Managers,
the Information and Exchange Agent and the Luxembourg Exchange Agent to inform themselves about,
and to observe, any such restrictions. See ``Jurisdictional Restrictions'' in this Prospectus Supplement.
S-4

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Table of Contents
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.
CERTAIN LEGAL RESTRICTIONS
The distribution of materials relating to the Global Note Offering, including this Prospectus Supplement and
the Prospectus, and the transactions contemplated by the Global Note Offering, may be restricted by law in
certain jurisdictions. The Republic is making the Global Note Offering only in those jurisdictions where it is legal
to do so. The Global Note Offering is void in all jurisdictions where it is prohibited. If materials relating to the
Global Note Offering 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 Global Note Offering 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. If a jurisdiction requires that the Global Note Offering be made by a licensed broker or dealer and a Joint
Dealer Manager or any affiliate of a Joint Dealer Manager is a licensed broker or dealer in that jurisdiction, the
Global Note Offering shall be deemed to be made by the Joint Dealer Manager or such affiliate on behalf of the
Republic in that jurisdiction. For more information, see ``Jurisdictional Restrictions.''
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 none of the Republic, the Joint Dealer Managers, the Information and Exchange
Agent or the Luxembourg Exchange Agent or any person who controls a Joint Dealer Manager, the Information
and Exchange Agent or the Luxembourg Exchange Agent or any director, officer, employee or agent of the Joint
Dealer Managers, the Information and Exchange Agent or the Luxembourg Exchange Agent 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.
S-5

Table of Contents
SUMMARY
This Prospectus Supplement and the accompanying Prospectus contain information that should be read
carefully before any decision is made with respect to the Global Note Offering. Any decision to invest in the New
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Notes by an investor should be based on consideration of the Prospectus Supplement and the accompanying
Prospectus as a whole. You should read the entire Prospectus Supplement and the accompanying Prospectus
carefully. The following summary 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
Prospectus. Each of the capitalized terms used in this summary 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 summary, including any
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with other parts of this
Prospectus Supplement and the 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.
The Issuer
Issuer:
Republic of South Africa.
Risk Factors:
The Global Note Offering is subject to certain risks:
·
Risks associated with the New Notes generally include:
(1) the trading market for debt securities may be volatile
and may be adversely impacted by many events; (2) there
could be no active trading market for the New Notes; (3)
the New Notes may not be a suitable investment for all
investors; (4) the New Notes are unsecured; (5) the terms
of the New Notes may be modified, waived or substituted
without the consent of all of the holders; (6) there can be
no assurance that New York law in effect as at the date of
this Prospectus Supplement will not be modified; and
(7) there may be certain legal restraints in relation to
investment in the New Notes with regard to your
particular circumstances.
·
Risks associated with the Republic generally include: (1)
the Republic is a foreign sovereign state and accordingly
it may be difficult to obtain or enforce judgments against
it; (2) certain economic risks are inherent in any
investment in an emerging market country such as the
Republic; (3) there can be no assurance that the
Republic's credit rating will not change.
For further information, see ``Risk Factors'' commencing on
page S-10 of this Prospectus Supplement.
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Table of Contents
The New Notes
Securities Offered:
5.875% Notes due 2022.
Maturity Date:
May 30, 2022.
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Issue Date:
The New Notes are expected to be issued on or about
May 30, 2007.
Interest Payment Dates:
May 30 and November 30 of each year, commencing
November 30, 2007.
ISIN:
US836205AL88
CUSIP:
836205AL8
Common Code:
030226798
Status and Ranking:
Upon issuance, the New Notes will be our direct unconditional
and general obligations and will rank equally with our other
external debt 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 New Notes are offered for sale in those jurisdictions
where it is legal to make such offers. See ``Joint Dealer
Managers and Joint Book Runners; Plan of Distribution'' and
``Jurisdictional Restrictions''.
Listing and admission to trading:
Application has been made to list and trade the New Notes on
the regulated market ``Marché Officiel'' of the Luxembourg
Stock Exchange.
Form:
The New Notes will be book-entry securities in fully
registered form, without coupons, registered in the names of
investors or their nominees in denominations of $100,000 and
integral multiples of $1,000 in excess thereof.
Clearance and Settlement:
Beneficial interests in the New 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 New Notes will be
issued in definitive form. Investors may elect to hold interests
in the New 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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Table of Contents
Paying Agent in Luxembourg:
Deutsche Bank Luxembourg S.A.
Payment of Principal and Interest:
Principal and interest on the New Notes will be payable in
U.S. dollars or other legal tender of the United States of
America. As long as the New 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
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``Description of the New Notes -- Payments of Principal and
Interest'' and ``Global Clearance and Settlement --
Ownership of New Notes through DTC, Euroclear and
Clearstream Banking Luxembourg''.
Default:
The New Notes will contain events of default, the occurrence
of which may result in the acceleration of our obligations
under the New Notes prior to maturity. See ``Debt Securities
-- Default'' and ``-- Acceleration of Maturity'' in the
accompanying Prospectus.
Collective Action Securities:
The New 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 New 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 New Notes. These
provisions are commonly referred to as ``collective action
clauses.'' Under these provisions, we may amend certain key
terms of the New 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 New Notes. Additionally, if an event of default
has occurred and is continuing, the New 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 New Notes. These provisions are described in the
sections entitled ``Description of the New 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 New Notes will be issued pursuant to the Fiscal Agency
Agreement.
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Table of Contents
Taxation:
For a discussion of United States, South African and
Luxembourg tax consequences associated with the New 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 New Notes.
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Governing Law:
The New Notes will be governed by the laws of the State of
New York, except with respect to the authorization and
execution of the New Notes, which will be governed by the
laws of the Republic of South Africa.
Trading:
The New Notes are expected to begin trading on a when-and-
if-issued basis following the announcement of the results of
the Global Note Offering.
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Table of Contents
RISK FACTORS
You should read this entire Prospectus Supplement and the accompanying Prospectus carefully. Words and
expressions defined elsewhere in this Prospectus Supplement and the accompanying Prospectus have the same
meanings in this section. Investing in the New Notes involves certain risks. In addition, the purchase of the New
Notes may involve substantial risks and be suitable only for investors who have the knowledge and experience in
financial and business matters to enable them to evaluate the risks and merits of an investment in the New Notes.
You should make your own inquiries as you deem necessary without relying on the Republic, any Joint Dealer
Manager or any Joint Book Runner and should consult with your financial, tax, legal, accounting and other
advisers, prior to deciding whether to make an investment in the New Notes. You should consider, among other
things, the following:
Risks Relating to the New Notes
The trading market for debt securities may be volatile and may be adversely impacted by many events
The market for the New Notes issued by the Republic is influenced by economic and market conditions and,
to varying degrees, interest rates, currency exchange rates and inflation rates in the United States and European
and other industrialized countries. There can be no assurance that events in South Africa, the United States,
Europe or elsewhere will not cause market volatility or that such volatility will not adversely affect the price of
the New Notes or that economic and market conditions will not have any other adverse effect.
There could be no active trading market for the New Notes
The New Notes are a new issue of securities with no established trading market. There can be no assurance
that an active trading market for the New Notes will develop, or, if one does develop, that it will be maintained. If
an active trading market for the New Notes does not develop or is not maintained, the market or trading price and
liquidity of the New Notes may be adversely affected. If the New Notes are traded after their initial issuance, they
may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for
similar securities, general economic conditions and the financial condition of the Republic. Although an
application has been made to list and trade the New Notes on the Regulated Market ``Marché Officiel'' of the
Luxembourg Stock Exchange, there is no assurance that such application will be accepted or that an active
trading market will devel

op.
The New Notes may not be a suitable investment for all investors
You must determine the suitability of investment in the New Notes in the light of your own circumstances.
In particular, you should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the New Notes and the
merits and risks of investing in the New Notes;
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