Bond Southern Africa 5% ( US836205AV60 ) in USD

Southern Africa

100 % ▲

South Africa

US836205AV60 ( in USD )

5% per year ( payment 2 times a year)

11/10/2046

Prospectus brochure of the bond South Africa US836205AV60 en USD 5%, maturity 11/10/2046

200 000 USD

1 000 000 000 USD

836205AV6

N/A

12/04/2026 ( In 119 days )

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 US836205AV60, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/10/2046

424B5 1 a16-18900_2424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-192814

PROSPECTUS SUPPLEMENT
(to Prospectus dated April 6, 2016)

REPUBLIC OF SOUTH AFRICA

U.S.$2,000,000,000 4.3% Notes due 2028
U.S.$1,000,000,000 5.0% Notes due 2046

The U.S.$2,000,000,000 4.3% Notes due October 12, 2028 (the "2028 Notes") bear interest at the rate of 4.3% per year, accruing from October
12, 2016 and the U.S.$1,000,000,000 5.0% Notes due October 12, 2046 (the "2046 Notes" and, together with the 2028 Notes, the "Notes") bear
interest at the rate of 5.0% per year, accruing from October 12, 2016. Interest on the Notes is payable on April 12 and October 12 of each year,
commencing April 12, 2017. The 2028 Notes mature on October 12, 2028 and the 2046 Notes mature on October 12, 2046. 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, as amended (the "Prospectus Directive") and the Luxembourg Act dated July 10, 2005 on
prospectuses for securities, as amended (the "Prospectus Act 2005"), to approve this prospectus supplement (the "Prospectus Supplement"),
together with the accompanying prospectus dated April 6, 2016 (the "Prospectus"), as a prospectus for the purposes of the Prospectus Directive. By
approving this Prospectus Supplement and the accompanying Prospectus, the CSSF gives no undertaking as to the economic and financial
soundness of the transaction or the quality or solvency of the Republic of South Africa in accordance with article 7(7) of the Prospectus Act 2005.

Currently there is no public market for the Notes. Application has been made to admit the Notes to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the regulated market "Marché réglementé" of the Luxembourg Stock Exchange, Bourse de
Luxembourg (which is a regulated market for the purpose of the Market and Financial Instruments Directive 2004/39/EC).

The Notes will contain provisions regarding ranking and future modifications to their terms that differ from those applicable to South Africa's
outstanding external debt issued prior to April 6, 2016. The Notes will be designated Aggregated Collective Action Securities and, as such, will
contain provisions regarding future modifications, which are described beginning on page 14 of the accompanying Prospectus, under which South
Africa may amend the payment provisions of any series of debt securities (including the Notes) and other reserved matters listed in the fiscal
agency agreement with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal
amount of the outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed
modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 66 2/3% of the aggregate principal
amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the
aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken individually.

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, as well as the documents incorporated by reference herein, 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.

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-14 of this Prospectus Supplement and the risks discussed elsewhere in
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this Prospectus Supplement, the accompanying Prospectus and the documents we file with the Securities and
Exchange Commission (the "SEC").

2028 Notes
2046 Notes

Per Note
Total
Per Note
Total

Public Offering Price(1)
100.000%
U.S.$
2,000,000,000
100.000%
U.S.$
1,000,000,000

Underwriting Discount(2)
0.1375%
U.S.$
2,750,000
0.1375%
U.S.$
1,375,000

Proceeds, before expenses, to South Africa
99.8625%
U.S.$
1,997,250,000
99.8625%
U.S.$
998,625,000

(1) Plus accrued interest from October 12, 2016 if settlement occurs after that date.
(2) Includes a discretionary commission of 0.0125%.

The Underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company ("DTC") on
October 12, 2016.

The Joint Lead Managers are:

Barclays
HSBC
J.P. Morgan
Nedbank

The date of this Prospectus Supplement is September 29, 2016

Table of Contents

TABLE OF CONTENTS

Prospectus Supplement

Page
INTRODUCTION
S-1
FORWARD-LOOKING STATEMENTS
S-4
OVERVIEW OF THE ISSUER
S-5
THE OFFERING
S-10
RISK FACTORS
S-14
USE OF PROCEEDS
S-19
DESCRIPTION OF THE NOTES
S-20
GLOBAL CLEARANCE AND SETTLEMENT
S-25
TAXATION
S-29
UNDERWRITING
S-32
JURISDICTIONAL RESTRICTIONS
S-34
LEGAL MATTERS
S-39
GENERAL INFORMATION
S-40
DOCUMENTS INCORPORATED BY REFERENCE
S-42

Base Prospectus

Page
ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
1
USE OF PROCEEDS
2
DESCRIPTION OF DEBT SECURITIES
2
DESCRIPTION OF WARRANTS
18
PLAN OF DISTRIBUTION
20
OFFICIAL STATEMENTS
21
VALIDITY OF THE SECURITIES
21
AUTHORIZED REPRESENTATIVE
21
FURTHER INFORMATION
21

S-i
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Table of Contents

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 the Prospectus Directive. 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. In case of an inconsistency between information provided in this Prospectus Supplement and the accompanying Prospectus, the
statements in this Prospectus Supplement will prevail. 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, as well as the documents incorporated by reference
herein, may be obtained from the Luxembourg Stock Exchange website at 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 Barclays Bank PLC, HSBC Bank plc, J.P. Morgan Securities plc and Nedbank Ltd (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. 333-192814 filed with
the SEC under the U.S. Securities Act of 1933, as amended (the "Securities Act"). This Prospectus Supplement and the accompanying Prospectus
are part of the registration statement. The accompanying 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.

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.

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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-34 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
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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 advisers 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") or U.S. dollars ("U.S.$," "$" or
"dollars"), except as otherwise specified.

The Republic's fiscal year begins on April 1 and ends on March 31. Economic data presented in this Prospectus Supplement is presented on a
calendar year basis unless reference is made to the relevant fiscal year or the fiscal year is otherwise indicated by the context.

Unless otherwise indicated, references to gross domestic product ("GDP") are to real GDP, calculated using constant prices in order to adjust
for inflation (with 2010 as a base year), and percentage changes in GDP refer to changes as compared to the previous year or the same quarter of
the previous year, unless otherwise indicated.

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

S-2
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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 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 accompanying 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% 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
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person will accept any liability or responsibility whatsoever in respect of any difference between this Prospectus Supplement and the
accompanying Prospectus distributed to you in electronic format and this Prospectus Supplement and the accompanying 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 the date specified on the cover page of this Prospectus Supplement, which will be
the eighth business day following the date of this Prospectus Supplement. Under Rule 15c6-1 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), 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 six 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 six
succeeding business days should consult their own adviser.

S-3
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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 Securities Act. 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 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 and the risks discussed elsewhere in this
Prospectus Supplement, the accompanying Prospectus and the documents we file with the SEC. 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.

S-4
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OVERVIEW OF THE ISSUER
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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 this 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.

This section provides information that supplements the information about South Africa that is included in South Africa's Annual Report on
Form 18-K, which was filed with the SEC on December 4, 2015 (as amended, the "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 February 24, 2015, the National Treasury released the Budget Review 2016 (the "2016 Budget Review"), on March 8, 2016 the South
African Reserve Bank released its March 2016 Quarterly Bulletin (the "March Quarterly Bulletin") and on September 13, 2016 the South
African Reserve Bank released its September 2016 Quarterly Bulletin (the "September Quarterly Bulletin"). South Africa filed the 2016 Budget
Review with the SEC on February 25, 2016 under cover of Form 18-K/A ("Amendment No. 1"), the March Quarterly Bulletin on April 6, 2016
under cover of Form 18-K/A ("Amendment No. 2") and the September Quarterly Bulletin on September 28, 2016 under cover of Form 18-K/A
("Amendment No. 3"), which are incorporated by reference into this Prospectus Supplement and the accompanying Prospectus. You should
read the 2016 Budget Review, the March Quarterly Bulletin and the September Quarterly Bulletin together with the additional information
therein 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 in terms of total GDP, and accounted for almost 21% of the aggregate GDP of
Sub-Saharan Africa during 2014 (source: IMF, World Economic Outlook Database, April 2015). The South African economy is diverse and
supported by a well-developed legal system and a sophisticated financial system.

Following the financial crisis, which induced a 1.5% contraction in real GDP growth in 2009, GDP growth rebounded to rates above 3% in
2010 and 2011. Growth subsequently declined to 2.3% in 2013, 1.6% in 2014 and 1.3% in 2015, and growth is forecast to slow to 0.9% in 2016
(according to the 2016 Budget Review) as a result of lower commodity prices, higher borrowing costs, diminished business and consumer
confidence, and drought. The first half of 2016 was characterized by high volatility in real GDP growth, with negative growth in the first quarter
(negative 1.2%), followed by stronger performance in the second quarter (positive 3.3%), due to a combination of a drought-affected agriculture
sector and safety-related stoppages in mining, offset in part by positive performance in the services sector and improved net exports that
benefitted from a weaker Rand. The Government expects GDP growth to remain low in 2016 and recover gradually over the medium term to
1.7% in 2017 and 2.4% in 2018.

Since the end of the 2008-2009 recession, the labor market recovery has been sluggish. From March 2010 to June 2016, the number of
unemployed persons grew by 1,021,000 to a total of approximately 5.63 million.

Since the end of 2010, the trough of the employment downturn, to June 30, 2016 the labor force has grown by 16%. The labor force
participation rate increased by 2.9% to 57.9% over the same period. Over 40% of the population are not economically active. The official
(narrow) unemployment rate increased from 23.9% in

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December 2010 to 26.6% in June 2016, while the broad unemployment rate (which includes discouraged workers) has increased to approximately
36%.(1) The youth unemployment rate rose to 48.8% in the three months ended June 30, 2016, up from 46.7% a year earlier.

In 2015, consumer price index (CPI) inflation was 4.6% as compared to 6.1% in 2014 and 5.8% in 2013. In February 2016, inflation
accelerated to a near seven year high of 7.0%, following strong rises in food and oil price inflation. Food inflation was severely affected by the
ongoing drought conditions. Subsequently, CPI inflation declined to 5.9% in August as a result of a fall in the price of oil. Food inflation remains
elevated, however it is expected to moderate in the fourth quarter of 2016 as drought effects are expected dissipate. For the first eight months of
2016, CPI inflation has averaged 6.3%, while core inflation has averaged 5.6%, which is slightly higher than the average of 5.5% during the same
period 2015. The South African Reserve Bank (SARB) expects that inflation will average 6.6% in 2016 breaching its inflation target of 3 to 6%.
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Recent Developments

On December 9, 2015, President Jacob Zuma removed Mr. Nhlanhla Nene as the Minister of Finance and replaced him with Mr. David van
Rooyen. On December 13, 2015, Mr. van Rooyen was moved to the Department of Co-operative Governance and Traditional Affairs and
Mr. Pravin Gordhan was appointed as the new Minister of Finance. Mr Gordhan, the previous Minister of Finance from 2009 to 2014, reaffirmed
the Treasury's commitment to maintain fiscal discipline and stability. On August 21, 2016, Mr. Gordhan was requested by the head of the
"Hawks", an investigative police agency, to appear in connection with an investigation of the South African Revenue Service (SARS) with
respect to certain investigative practices of SARS that occurred in 2007 during the period Mr. Gordhan headed such agency. Mr. Gordhan did not
present himself to the "Hawks" as requested after obtaining legal advice that he was under no obligation to do so and has not been subject to any
charges to date.

On February 9, 2016, the Constitutional Court heard arguments in an application launched by the Economic Freedom Fighters party to force
President Zuma to comply with the recommendation by the Public Protector to repay the public funds spent on his Nkandla homestead. On
March 31, 2016, the Constitutional Court delivered judgment and held, amongst others , that the failure by the President to comply with the
remedial action taken by the Public Protector in her report of March 19, 2014 is inconsistent with the Constitution and invalid, the National
Treasury must determine the reasonable costs of those measures implemented at the President's Nkandla homestead that do not relate to security
and the National Treasury must determine a reasonable percentage of the costs which ought to be paid personally by the President and the
President must personally pay the amount determined by the National Treasury within 45 days of the Constitutional Court's approval of the
National Treasury's report. The National Treasury determined these costs to be R7,814,155 presented its report to the Constitutional Court on
June 27, 2016. On July 26, 2016, the Constitutional Court approved the amount as set out in the report presented by the National Treasury and
ordered President Zuma to pay the amount as approved. President Zuma paid this amount on September 12, 2016.

On August 3, 2016, local government elections were held in South Africa. These elections were declared by external observers as having
been free and fair. The outcome of the election resulted in a significant change in the political landscape as three of the metropolitan
municipalities (Tshwane, Johannesburg and Nelson Mandela Bay Metropolitan municipalities) that had previously been under the control of the
ruling party, the African National Congress voted in favor of the opposition party, the Democratic Alliance. The African National Congress
earned 55.7% of the total vote, followed by the Democratic Alliance, which earned 24.6% of the total vote and the Economic Freedom Fighters,
which earned 8.3% of the total vote.

(1)
Starting in January 2015, employment estimates are based on a new master sample affecting comparability with previous periods.

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Tender Offer

On September 28, 2016, the Republic announced the commencement of an offer to purchase for cash (the "Tender Offer") the Republic's
6.875% Notes due 2019 and its 5.500% Notes due 2020 (together, the "Old Notes"), up to a maximum purchase amount to be determined by the
Republic in its sole discretion. The terms and conditions of the Tender Offer are set forth in an offer to purchase, dated September 28, 2016 (the
"Offer to Purchase").

The Tender Offer is not conditioned upon any minimum participation of any series of Old Notes but is conditioned, among other things, on
the offering and pricing of the Notes offered hereby in an amount, with pricing and on terms and conditions acceptable to the Republic in its sole
discretion. Certain holders of Old Notes who express an "indication of interest" (as defined in the Offer to Purchase) may, subject to terms and
conditions acceptable to the Republic, participate in the offer and sale of the Notes in this offering.

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The following table sets forth growth in real gross value added by sector for the periods indicated.

Percentage Growth in Real Gross Value Added by Sector
(at constant 2010 prices)

For the year ended
For the six months ended
December 31, 2015
June 30, 2016

Contribution
Contribution
to GDP
Share in
to GDP
Share in
Growth
Growth
GDP
Growth
Growth
GDP

Agriculture, forestry and fishing
-5.9
-0.1
2.3
-9.1
-0.2
2.2

Mining and quarrying
3.2
0.2
7.7
-6.8
-0.5
7.3

Manufacturing
-0.3
0.0
12.4
0.8
0.1
12.5

Electricity, gas and water
-1.0
-0.0
2.2
-3.4
-0.1
2.1

Construction
2.0
0.1
3.6
1.0
0.0
3.6

Wholesale and retail trade, catering
and accommodation
1.4
0.2
13.7
1.3
0.2
13.9

Transport, storage and
communication
1.4
0.1
8.5
-0.4
0.0
8.5

Finance, insurance, real estate and
business services
2.8
0.6
19.9
2.2
0.4
20.2

General government services
0.7
0.1
15.2
1.2
0.2
15.3

Personal services
1.1
0.1
5.3
0.8
0.0
5.4

Sources: South African National Treasury and Stats SA.

The following table summarizes the National Government debt as of the dates indicated in each of the years ended March 31, 2012
through 2016.

As of March 31,

2012
2013
2014
2015
2016

Rand (million) except percentages

Government bonds
890,256
1,038,849
1,217,512
1,399,409
1,572,573

Treasury bills
155,159
171,985
192,206
202,217
209,469

Marketable internal debt
1,045,415
1,210,834
1,409,718
1,601,626
1,782,042

Non-marketable internal debt
25,524
30,300
31,381
30,459
37,322

Total internal debt
1,070,939
1,241,134
1,441,099
1,632,085
1,819,364

Total external debt(1)
116,851
124,555
143,659
166,831
199,607

Total gross loan debt
1,187,790
1,365,689
1,584,758
1,798,916
2,018,970

Cash balances(2)
(198,059)
(184,082)
(205,304)
(214,709)
(214,332)

Total net loan debt(3)
989,730
1,181,607
1,379,454
1,584,207
1,804,638

GFECRA(4)
(67,655)
(125,552)
(177,913)
(203,396)
(304,653)

As percentages of nominal GDP:

Net loan debt
32.1%
35.5%
38.2%
41.2%
44.3%

External debt
3.8%
3.7%
4.0%
4.3%
4.9%

As percentage of gross loan debt:

External debt
9.8%
9.1%
9.1%
9.3%
9.9%

Notes:

(1)
Valued using the applicable foreign exchange rates as at the end of each period.

(2)
This represents surplus cash of the National Revenue Fund on deposit at the commercial banks and the SARB. Bank balances in foreign

currencies are revaluated using the applicable exchange rates as at the end of each period.

(3)
The total net loan debt 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).

(4)
Represents the balance on the GFECRA. A negative balance indicates a profit and a positive balance reflects a loss.

Sources: South African National Treasury and SARB.

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The following table sets forth, for the periods indicated, the Current Account as a percentage of nominal GDP.

As of December 31,

Percentage of GDP
2011
2012
2013
2014
2015

Total current account (saar values)
-2.2
-5.0
-5.8
-5.4
-4.4

Trade balance
1.7
-1.0
-1.9
-1.8
-0.9

Net services, income and transfer receipts
-3.8
-4.0
-3.8
-3.6
-3.5

Net service receipts
-0.8
-0.3
-0.3
-0.1
-0.2

Net income receipts
-2.6
-2.7
-2.6
-2.7
-2.5

Net dividend payments
-1.8
-1.7
-1.4
-1.4
-1.2

Net transfer payments (mainly SACU(1))
-0.5
-1.0
-0.9
-0.9
-0.8

Current account excluding SACU
transfers(2)
-1.7
-4.0
-4.9
-4.5
-3.6

Notes:

(1) SACU refers to the Southern African Customs Union

(2) Excluding net transfer payments.

Source: South African Reserve Bank.

The following table sets forth, for the periods indicated, the exchange rate of the Rand per U.S. Dollar.

Rand
(against the U.S. Dollar)

Year
Low
High
Average
Period End

2009
7.2439
10.5948
8.4372
7.3721

2010
6.6224
7.9704
7.3222
6.6224

2011
6.5962
8.5423
7.2531
8.1319

2012
7.4777
8.9432
8.2099
8.4838

2013
8.4478
10.4849
9.6502
10.4675

2014
10.2815
11.7415
10.8444
11.5719

2015
11.2955
15.5742
12.7507
15.5742

January 2016
15.6087
16.8927
16.3801
16.0981

February 2016
15.2324
16.1954
15.7694
16.1410

March 2016
14.8820
16.0393
15.4224
14.8820

April 2016
14.2182
15.1790
14.6322
14.2182

May 2016
14.2811
15.8446
15.3563
15.8249

June 2016
14.5034
15.6539
15.0564
14.7626

July 2016
14.1532
14.8785
14.4232
14.1532

August 2016
13.2747
14.4331
13.7349
14.4331

September 2016 (through September 20, 2016)
13.9122
14.6663
14.4212
13.9122

Source: South African Reserve Bank.

On 20 September 2016, the exchange rate was R13.9122 per U.S. dollar.

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Table of Contents

THE OFFERING

Issuer:
Republic of South Africa.

Securities Offered:
U.S.$2,000,000,000 4.3% Notes due 2028.
U.S.$1,000,000,000 5.0% Notes due 2046.

Maturity Date:
The 2028 Notes will mature on October 12, 2028.
The 2046 Notes will mature on October 12, 2046.

Aggregate Principal Amount:
U.S.$2,000,000,000 for the 2028 Notes.
U.S.$1,000,000,000 for the 2046 Notes.

Issue Price:
100.000% of the principal amount of the 2028 Notes, plus accrued interest, if any, from October 12,
2016.
100.000% of the principal amount of the 2046 Notes, plus accrued interest, if any, from October 12,
2016.

Issue Date:
October 12, 2016.

Interest Rate:
4.3% per annum for the 2028 Notes.
5.0% per annum for the 2046 Notes.

Current Yield:
4.3% as at the Issue Date for the 2028 Notes.
5.0% as at the Issue Date for the 2046 Notes.

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:
April 12 and October 12 of each year, commencing April 12, 2017.

Redemption:
The Notes are not subject to redemption prior to maturity. At maturity, the Notes will be redeemed
at par.

ISIN:
US836205AU87 for the 2028 Notes.
US836205AV60 for the 2046 Notes.

CUSIP:
836205 AU8 for the 2028 Notes.
836205 AV6 for the 2046 Notes.

Common Code:
150164753 for the 2028 Notes.
150164737 for the 2046 Notes.

Status and Ranking:
The Notes will be designated as "equal ranking securities" and, upon issuance, will be direct,
general, unconditional, and unsecured obligations of the Republic and will rank without any
preference among themselves and equally with all other external indebtedness of the Republic which
is expressed or denominated in a currency or currencies other

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Document Outline

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