Bond Southern Africa 3.903% ( XS1113141441 ) in USD

Issuer Southern Africa
Market price 100 %  ▼ 
Country  South Africa
ISIN code  XS1113141441 ( in USD )
Interest rate 3.903% per year ( payment 2 times a year)
Maturity 24/06/2020 - Bond has expired



Prospectus brochure of the bond South Africa XS1113141441 in USD 3.903%, expired


Minimal amount 200 000 USD
Total amount 500 000 000 USD
Detailed description 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 XS1113141441, pays a coupon of 3.903% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/06/2020







PROSPECTUS DATED 22 SEPTEMBER 2014
ZAR SOVEREIGN CAPITAL FUND PROPRIETARY LIMITED
(AS TRUSTEE OF THE RSA SUKUK NO. 1 TRUST)
U.S.$500,000,000 Certificates due 2020
The U.S.$500,000,000 certificates due 2020 and issued on 24 September 2014 (the "Closing Date") (the "Certificates") will be constituted by an amended and restated trust
deed dated the Closing Date (which amended and restated the trust deed dated 18 August 2014 (the "Original Trust Deed")) (the "Amended and Restated Trust Deed")
entered into between GMG Corporate Fiduciary Services Proprietary Limited as the founder (the "Founder") of The RSA Sukuk No. 1 Trust (the "Trust"), ZAR Sovereign
Capital Fund Proprietary Limited (in its capacity as trustee of the Trust, and as issuer of the Certificates on behalf of the Trust, the "Trustee"), the Republic of South Africa
(the "RSA"), and Citibank N.A., London Branch in its capacity as the representative of the Certificateholders (the "Representative"). The Trust was established pursuant to
the laws of the Republic of South Africa under Part A of the Original Trust Deed. The Trustee has been authorised to act as trustee of the Trust by the Master of the High
Court of the Republic of South Africa. Pursuant to the terms of the Amended and Restated Trust Deed, the Trust (as issuer of the Certificates) shall act through the Trustee
and accordingly the Trustee shall, as trustee of the Trust, issue Certificates on behalf of the Trust (in such capacity, the Trustee). The Certificates confer on the holders of
the Certificates from time to time (the "Certificateholders") the right to receive certain payments (as more particularly described herein) arising from an undivided
beneficial ownership interest in the Trust Assets (as defined herein). The issuance proceeds of the Certificates will be applied by the Trustee towards the purchase and
acceptance of the grant and transfer from RSA of the Usufruct Interest (as defined herein). The Trustee will hold its interests in the Usufruct Interest in its own name and on
its own behalf and for the account of and benefit of the Certificateholders, and the income accruing to the Trustee from the Usufruct Interest, by way of leasing the assets
over which it holds the Usufruct Interest (the "Lease Assets") together with any capital arising from any sale and transfer of such Usufruct Interest pursuant to the
Transaction Documents, shall be for the benefit of, and shall be accounted by the Trustee to, the Certificateholders.
On 24 June and 24 December in each year, or if any such day is not a Business Day (as defined herein), the following Business Day, commencing on 24 June 2015 (each, a
"Periodic Distribution Date"), the Trustee will pay Periodic Distribution Amounts (as defined herein) to Certificateholders calculated at a rate of 3.903 per cent. per annum
on the outstanding face amount of the Certificates as at the beginning of the relevant Return Accumulation Period (as defined herein) on the basis of a year of twelve 30-day
months divided by 360.
The Trustee will pay such Periodic Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include payments of Rental (as defined
herein) made by RSA in its capacity as lessee under the Lease Agreement (as defined herein). Unless previously redeemed or purchased and cancelled in the circumstances
described in Condition 14 (Capital Distributions of the Trust) and Condition 15 (Dissolution Events), the Certificates will be redeemed on 24 June 2020 (the "Scheduled
Dissolution Date") at the Dissolution Amount (as defined herein). The Trustee will pay Dissolution Amounts solely from the proceeds received in respect of the Trust
Assets which include payments by RSA under the Purchase Undertaking, the Lease Agreement and the Service Agency Agreement (as applicable) (each as defined herein).
All payments in respect of the Certificates will be made in accordance with, and subject to the provisions of, the terms and conditions of the Certificates (the "Conditions").
The Certificates will be limited recourse obligations of the Trustee. An investment in the Certificates involves certain risks. For a discussion of these risks, see
"Risk Factors".
This prospectus (the "Prospectus") has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg
competent authority for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive") and relevant implementing measures in Luxembourg (together with
the Prospectus Directive, the "Luxembourg PD Regulations"), as a prospectus issued in compliance with the Luxembourg PD Regulations for the purposes of giving
information with regard to the issue of Certificates described in this Prospectus. In accordance with Article 7(7) of the Luxembourg law of 10 July 2005 on prospectuses for
securities (as amended), by approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation, quality or solvency of
any of the Trustee, the Trust or RSA. Applications have been made for the Certificates to be admitted to listing on the official list and to trading on the regulated market of
the Luxembourg Stock Exchange.
On issuance, the Certificates are expected to be assigned a rating of BBB by Fitch Ratings Limited ("Fitch"), Baa1 by Moody's Investors Service Limited ("Moody's") and
BBB- by Standard & Poor's Credit Market Services Europe Limited ("S&P"). Each of Fitch, Moody's and S&P is established in the European Union and is registered under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of Fitch, Moody's and S&P is included in the list of credit ratings agencies published
by the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation.
A rating is not a recommendation to buy, sell or hold the Certificates (or beneficial interests therein), does not address the likelihood or timing of payment and
may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Please also refer to "Credit ratings may not reflect all risks"
in the Risk Factors section of this Prospectus.
The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state securities laws. In addition, neither the Trust nor the Trustee has been or will be
registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). Accordingly, the Certificates are being
offered and sold: (i) to non-U.S. persons in offshore transactions in reliance on Regulation S (the "Regulation S Certificates"); and (ii) within the United States to
"qualified institutional buyers" (each a "QIB") as defined in Rule 144A under the Securities Act ("Rule 144A") who are also "qualified purchasers" (each, a
"QP") as defined in Section 2(a)(51) of the Investment Company Act in reliance on the exemption from registration provided by Rule 144A (the "Restricted
Certificates"). Prospective purchasers are hereby notified that sellers of the Restricted Certificates may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions, see "Subscription and Sale" and "Transfer
Restrictions".
Delivery of the Certificates in book-entry form will be made on the Closing Date. The Certificates will be represented by interests in one or more global certificates in
registered form (the "Global Certificates"). Restricted Global Certificates will be deposited with a custodian for, and registered in the name of a nominee of, The Depository
Trust Company ("DTC") while Regulation S Global Certificates will be deposited with, and registered in the name of a nominee of, a common depositary for Euroclear
Bank S.A/N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Interests in the Global Certificates will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and/or Euroclear and Clearstream, Luxembourg. Definitive Certificates evidencing holdings of
interests in the Certificates will be issued in exchange for interests in the Global Certificates only in certain limited circumstances described herein.
The transaction structure relating to the Certificates (as described in this Prospectus) has been approved by the BNP Paribas Shari'a Supervisory Committee and the Sharia
Advisory Boards of Kuwait Finance House Investment Co. K.S.C.C.. Prospective Certificateholders should not rely on such approvals in deciding whether to make an
investment in the Certificates and should consult their own Shari'a advisers as to whether the proposed transaction described in such approvals is in compliance with their
individual standards of compliance with principles of Shari'a.
Joint Lead Managers
BNP PARIBAS
KFH Investment
Standard Bank
The date of this Prospectus is 22 September 2014.


IMPORTANT NOTICES
This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the
purpose of giving information with regard to the Trustee, RSA and the Certificates which, according to the
particular nature of the Trustee, RSA and the Certificates, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Trustee
and RSA.
The Certificates to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale.
Prospective purchasers of the Certificates being offered should conduct their own due diligence on the
Certificates. If you do not understand the contents of this Prospectus you should consult an authorised financial
adviser. Each of the Trustee and RSA accepts responsibility for the information contained in this Prospectus. To
the best of the knowledge of each of the Trustee and RSA (each having taken all reasonable care to ensure that
such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information. Each of the Trustee and RSA confirms that third party
information contained in this Prospectus has been accurately reproduced and that, so far as it is aware, and is able
to ascertain from information published by the relevant sources referred to, no facts have been omitted which
would render the reproduced information inaccurate or misleading. The source of any third party information is
stated below (See "Third Party Information").
No person is or has been authorised by the Trustee or RSA to give any information or to make any representation
not contained in or not consistent with this Prospectus in connection with the offering of the Certificates and, if
given or made, such information or representation must not be relied upon as having been authorised by the
Trustee, RSA, the Joint Lead Managers, the Representative, the Agents (each as defined herein) or any other
person. Neither the delivery of this Prospectus nor any sale of any Certificates shall, under any circumstances,
constitute a representation or create any implication that the information contained herein is correct as of any
time subsequent to the date hereof or that any other information supplied in connection with the offering of the
Certificates is correct as of any time subsequent to the date indicated in the document containing the same. The
Representative and the Joint Lead Managers expressly do not undertake to review the financial condition or
affairs of the Trustee or RSA during the life of the Certificates or to advise any investor in the Certificates of any
information coming to their attention.
None of the Joint Lead Managers or the Representative has independently verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by any of them as to the accuracy, adequacy, reasonableness or
completeness of the information contained in this Prospectus or any other information provided by the Trustee or
RSA in connection with the offering of Certificates.
Neither this Prospectus nor any other information supplied in connection with the offering of Certificates is
intended to provide the basis of any credit or other evaluation or should be considered as a recommendation by
the Trustee, RSA, the Joint Lead Managers or the Representative that any recipient of this Prospectus or any
other information supplied in connection with the offering of Certificates should purchase any Certificates. Each
investor contemplating purchasing any Certificates should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness of the Trustee and RSA. None of the
Joint Lead Managers or the Representative accepts any liability in relation to the information contained in this
Prospectus or any other information provided by the Trustee or RSA in connection with the offering of the
Certificates. No comment is made or advice given by the Trustee, RSA, the Joint Lead Managers or the
Representative in respect of taxation matters relating to any Certificates or the legality of the purchase of the
Certificates by an investor under any applicable law.
EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER, LEGAL
ADVISER AND BUSINESS ADVISER AS TO TAX, LEGAL, BUSINESS AND RELATED MATTERS
CONCERNING THE PURCHASE OF ANY CERTIFICATES.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Certificates in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Certificates may be restricted by law in certain
jurisdictions. None of the Trustee, RSA, the Joint Lead Managers or the Representative represents that this
Prospectus may be lawfully distributed, or that any Certificates may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
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thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action
has been taken by the Trustee, RSA, the Joint Lead Managers or the Representative which is intended to permit a
public offering of any Certificates or distribution of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Certificates may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations. Persons into
whose possession this Prospectus or any Certificates may come must inform themselves about, and observe, any
such restrictions on the distribution of this Prospectus and the offering and sale of the Certificates. In particular,
there are restrictions on the distribution of this Prospectus and the offer or sale of Certificates in the United
States, the United Kingdom, the Dubai International Financial Centre, the United Arab Emirates (excluding the
Dubai International Financial Centre), the Kingdom of Bahrain, the Kingdom of Saudi Arabia, Malaysia, the
State of Qatar, Singapore, the State of Kuwait, Hong Kong and the Republic of South Africa (See "Subscription
and Sale").
This Prospectus has been prepared on the basis that any offer of Certificates in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Certificates. Accordingly, any person making or
intending to make an offer in that Relevant Member State of Certificates which are the subject of the offering
contemplated in this Prospectus may only do so in circumstances in which no obligation arises for the Trustee,
RSA or any Joint Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive in relation to the offer of Certificates.
None of the Trustee, RSA or any Joint Lead Manager have authorised, nor do they authorise, the making of any
offer of Certificates in circumstances in which an obligation arises for the Trustee, RSA or any Joint Lead
Manager to publish or supplement a prospectus for such offer.
None of the Joint Lead Managers, the Trustee, RSA or the Representative makes any representation to any
investor in the Certificates regarding the legality of its investment under any applicable laws. Any investor in the
Certificates should be able to bear the economic risk of an investment in the Certificates for an indefinite period
of time.
THE
CERTIFICATES
HAVE
NOT
BEEN
APPROVED
OR
DISAPPROVED
BY
THE
U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OF CERTIFICATES OR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
The Certificates have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States. Certificates may not be offered or sold
within the United States, except in transactions exempt from, or in transactions not subject to, the registration
requirements of the Securities Act. Neither the Trust nor the Trustee has been or will be registered as an
investment company in the United States under the Investment Company Act. Each investor, by purchasing a
Certificate, agrees that the Certificates may be reoffered, resold, repledged or otherwise transferred only upon
registration under the Securities Act and the Investment Company Act or pursuant to the exemptions therefrom
described under "Transfer Restrictions". Each investor also will be deemed to have made certain representations
and agreements as described therein.
The Certificates are being offered and sold to non-U.S. persons in offshore transactions in reliance on Regulation
S and within the United States only to QIBs who are also QPs in reliance on Rule 144A. Prospective purchasers
are hereby notified that sellers of the Certificates may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions
on offers, sales and transfers of Certificates and distribution of this Prospectus, see "Subscription and Sale" and
"Transfer Restrictions".
- ii -


THE CERTIFICATES MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS
Each potential investor in the Certificates must determine the suitability of its investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Certificates, the merits
and risks of investment in the Certificates and the information contained in this Prospectus;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Certificates and the impact the Certificates will have on its overall
investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Certificates,
including where the currency of payment is different from the potential investor's currency;
(iv) understand thoroughly the terms of the Certificates and be familiar with the behaviour of any relevant
indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic and
other factors that may affect its investment and its ability to bear applicable risks.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
ANNOTATED, 1955, AS AMENDED ("REGISTRATION SA") WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER REGISTRATION SA CHAPTER 421-B IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT
THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION.
IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
THIS PROSPECTUS MAY NOT BE DISTRIBUTED IN THE KINGDOM OF SAUDI ARABIA EXCEPT TO
SUCH PERSONS AS ARE PERMITTED UNDER THE OFFERS OF SECURITIES REGULATIONS ISSUED
BY THE CAPITAL MARKET AUTHORITY OF THE KINGDOM OF SAUDI ARABIA (THE "CAPITAL
MARKET AUTHORITY").
THE CAPITAL MARKET AUTHORITY DOES NOT MAKE ANY REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF THIS PROSPECTUS, AND EXPRESSLY DISCLAIMS ANY
LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON,
ANY PART OF THIS PROSPECTUS. PROSPECTIVE PURCHASERS OF THE CERTIFICATES OFFERED
HEREBY SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE ACCURACY OF THE
INFORMATION RELATING TO THE CERTIFICATES. IF A PROSPECTIVE PURCHASER DOES NOT
UNDERSTAND THE CONTENTS OF THIS PROSPECTUS HE OR SHE SHOULD CONSULT AN
AUTHORISED FINANCIAL ADVISER.
NOTICE TO RESIDENTS OF THE STATE OF QATAR
THIS PROSPECTUS DOES NOT, AND IS NOT, INTENDED TO CONSTITUTE AN OFFER, SALE OR
DELIVERY OF CERTIFICATES OR OTHER DEBT FINANCING INSTRUMENTS UNDER THE LAWS OF
THE STATE OF QATAR AND HAS NOT BEEN, AND WILL NOT BE, REVIEWED OR APPROVED BY
OR REGISTERED WITH THE QATAR FINANCIAL CENTRE, THE QATAR FINANCIAL CENTRE
REGULATORY AUTHORITY (THE "QFCRA"), THE QATAR FINANCIAL MARKETS AUTHORITY OR
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THE QATAR CENTRAL BANK. THE CERTIFICATES ARE NOT AND WILL NOT BE TRADED ON THE
QATAR EXCHANGE. NEITHER THIS PROSPECTUS, NOR ANY OF THE DOCUMENTS REFERRED TO
HEREIN HAVE BEEN REVIEWED OR APPROVED BY THE QFCRA, THE QATAR FINANCIAL
MARKETS AUTHORITY, THE QATAR CENTRAL BANK OR ANY OTHER REGULATORY BODY.
NOTICE TO RESIDENTS OF THE KINGDOM OF BAHRAIN
CERTIFICATES ISSUED IN CONNECTION WITH THIS PROSPECTUS MAY ONLY BE OFFERED IN
REGISTERED FORM TO EXISTING ACCOUNTHOLDERS AND ACCREDITED INVESTORS AS
DEFINED BY THE CENTRAL BANK OF BAHRAIN (THE "CBB") IN THE KINGDOM OF BAHRAIN
WHERE SUCH INVESTORS MAKE A MINIMUM INVESTMENT OF AT LEAST U.S.$100,000 OR ANY
EQUIVALENT AMOUNT IN ANOTHER CURRENCY OR SUCH OTHER AMOUNT AS THE CBB MAY
DETERMINE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE KINGDOM OF
BAHRAIN UNDER ARTICLE (81) OF THE CENTRAL BANK AND FINANCIAL INSTITUTIONS LAW
2006 (DECREE LAW NO. 64 OF 2006). THIS PROSPECTUS HAS NOT BEEN AND WILL NOT BE
REGISTERED AS A PROSPECTUS WITH THE CBB. ACCORDINGLY, NO SECURITIES MAY BE
OFFERED, SOLD OR MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE
NOR WILL THIS PROSPECTUS OR ANY OTHER RELATED DOCUMENT OR MATERIAL BE USED IN
CONNECTION WITH ANY OFFER, SALE OR INVITATION TO SUBSCRIBE OR PURCHASE
CERTIFICATES, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN THE KINGDOM OF
BAHRAIN, OTHER THAN TO ACCREDITED INVESTORS FOR AN OFFER OUTSIDE THE KINGDOM
OF BAHRAIN.
THE CBB HAS NOT REVIEWED, APPROVED OR REGISTERED THIS PROSPECTUS OR RELATED
OFFERING DOCUMENTS AND IT HAS NOT IN ANY WAY CONSIDERED THE MERITS OF THE
CERTIFICAES TO BE OFFERED FOR INVESTMENT, WHETHER IN OR OUTSIDE THE KINGDOM OF
BAHRAIN. THEREFORE, THE CBB ASSUMES NO RESPONSIBILITY FOR THE ACCURACY AND
COMPLETENESS OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS PROSPECTUS
AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER
ARISING FROM RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENT OF THIS
PROSPECTUS. NO OFFER OF CERTIFICATES WILL BE MADE TO THE PUBLIC IN THE KINGDOM OF
BAHRAIN AND THIS PROSPECTUS MUST BE READ BY THE ADDRESSEE ONLY AND MUST NOT BE
ISSUED, PASSED TO, OR MADE AVAILABLE TO THE PUBLIC GENERALLY.
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
THE CERTIFICATES REPRESENT INTERESTS IN A COLLECTIVE INVESTMENT SCHEME (AS
DEFINED IN THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA")) WHICH HAS NOT
BEEN AUTHORISED, RECOGNISED OR OTHERWISE APPROVED BY THE UNITED KINGDOM
FINANCIAL CONDUCT AUTHORITY. ACCORDINGLY, THIS PROSPECTUS IS NOT BEING
DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED
KINGDOM ("UK").
THE DISTRIBUTION IN THE UK OF THIS PROSPECTUS AND ANY OTHER MARKETING MATERIALS
RELATING TO THE CERTIFICATES: (A) IF EFFECTED BY A PERSON WHO IS NOT AN AUTHORISED
PERSON UNDER THE FSMA, IS BEING ADDRESSED TO, OR DIRECTED AT, ONLY THE FOLLOWING
PERSONS: (I) PERSONS WHO ARE INVESTMENT PROFESSIONALS AS DEFINED IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
(THE "FINANCIAL PROMOTION ORDER"), (II) PERSONS FALLING WITHIN ANY OF THE
CATEGORIES OF PERSONS DESCRIBED IN ARTICLE 49(2) OF THE FINANCIAL PROMOTION
ORDER; AND (III) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE IN
ACCORDANCE WITH THE FINANCIAL PROMOTION ORDER; AND (B) IF EFFECTED BY A PERSON
WHO IS AN AUTHORISED PERSON UNDER THE FSMA, IS BEING ADDRESSED TO, OR DIRECTED
AT, ONLY THE FOLLOWING PERSONS: (I) PERSONS FALLING WITHIN ONE OF THE CATEGORIES
OF INVESTMENT PROFESSIONAL AS DEFINED IN ARTICLE 14(5) OF THE FINANCIAL SERVICES
- iv -


AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS)
ORDER 2001 (THE "PROMOTION OF CISS ORDER"), (II) PERSONS FALLING WITHIN ANY OF THE
CATEGORIES OF PERSON DESCRIBED IN ARTICLE 22 OF THE PROMOTION OF CISS ORDER AND
(III) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE IN ACCORDANCE
WITH THE PROMOTION OF CISS ORDER.
PERSONS OF ANY OTHER DESCRIPTION IN THE UK MAY NOT RECEIVE AND SHOULD NOT ACT
OR RELY ON THIS PROSPECTUS OR ANY OTHER MARKETING MATERIALS IN RELATION TO THE
CERTIFICATES. POTENTIAL INVESTORS IN THE UK IN THE CERTIFICATES ARE ADVISED THAT
ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UK REGULATORY SYSTEM WILL NOT
APPLY TO AN INVESTMENT IN THE CERTIFICATES AND THAT COMPENSATION WILL NOT BE
AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.
ANY INDIVIDUAL INTENDING TO INVEST IN THE CERTIFICATES SHOULD CONSULT HIS
PROFESSIONAL ADVISER AND ENSURE THAT HE FULLY UNDERSTANDS ALL THE RISKS
ASSOCIATED WITH MAKING SUCH AN INVESTMENT AND THAT HE HAS SUFFICIENT FINANCIAL
RESOURCES TO SUSTAIN ANY LOSS THAT MAY ARISE FROM SUCH INVESTMENT.
NOTICE TO RESIDENTS OF MALAYSIA
THE CERTIFICATES MAY NOT BE OFFERED FOR SUBSCRIPTION OR PURCHASE AND NO
INVITATION TO SUBSCRIBE FOR OR PURCHASE SUCH CERTIFICATES IN MALAYSIA MAY BE
MADE, DIRECTLY OR INDIRECTLY, AND THIS PROSPECTUS OR ANY DOCUMENT OR OTHER
MATERIALS IN CONNECTION THEREWITH MAY NOT BE DISTRIBUTED IN MALAYSIA OTHER
THAN TO PERSONS OR IN CATEGORIES FALLING WITHIN SCHEDULE 6 OR SECTION 229(1)(B),
SCHEDULE 7 OR SECTION 230(1)(B) AND SCHEDULE 8 OR SECTION 257(3) OF THE CAPITAL
MARKET AND SERVICES ACT 2007 OF MALAYSIA. THE SECURITIES COMMISSION OF MALAYSIA
SHALL NOT BE LIABLE FOR ANY NON-DISCLOSURE ON THE PART OF THE TRUSTEE OR RSA AND
ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENTS MADE OR
OPINIONS OR REPORTS EXPRESSED IN THIS PROSPECTUS.
- v -


AVAILABLE INFORMATION
The Trustee has agreed that, for so long as any Certificates are "restricted securities" as defined in Rule 144(a)(3)
under the Securities Act, it will during any period that it is neither subject to sections 13 or 15(d) of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant
to Rule 12g3-2(b) thereunder, furnish, upon request, to any holder or beneficial owner of Certificates or any
prospective purchaser designated by any such holder or beneficial owner, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act with respect to the Trust and the Trustee.
RSA currently files annual reports with the United States Securities and Exchange Commission (the "SEC")
which are available on the SEC's website at www.sec.gov.
CERTAIN DEFINED TERMS AND CONVENTIONS
Statistical, financial and economic information contained in the following:
(a) RSA's Annual Report on Form 18-K for the Republic of South Africa (for the purposes of this section only,
the "Obligor") for the fiscal year ended March 31, 2013 filed with the Commission on December 2, 2013
and provided to the Luxembourg Stock Exchange, which contains the economic, financial and statistical
information for fiscal years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and
March 31, 2009, and the six month period ended June 30, 2013 ("Annual Report");
(b) the Amendment to the Annual Report on Form 18-K/A, filed with the Commission on January 27, 2014 and
provided to the Luxembourg Stock Exchange ("Amendment No. 1");
(c) the Amendment to the Annual Report on Form 18-K/A, filed with the Commission on May 22, 2014 and
provided to the Luxembourg Stock Exchange ("Amendment No. 2"); and
(d) the Amendment to the Annual Report on Form 18-K/A, filed with the Commission on August 27, 2014 and
provided to the Luxembourg Stock Exchange ("Amendment No. 3"),
(the Annual Report, Amendment No. 1, Amendment No. 2 and Amendment No. 3 together being the "SEC
Filing Documents"),
(such statistical, financial and economic information, "Relevant Information") is official data publicly available as
of the date of this Prospectus, and in most cases is the latest official data publicly available. Relevant Information
may be subsequently revised in accordance with RSA's ongoing maintenance of its Relevant Information, and such
revised Relevant Information will not be distributed by RSA to any holder of the Certificates.
References to "RSA" herein are to the Republic of South Africa;
References to "National Government" herein are to the Government of the Republic of South Africa;
References to "National Treasury" herein are to the National Treasury of the Republic of South Africa;
References to "MOF" herein are to the Minister of Finance of the Republic of South Africa;
References to "MOWA" herein are to the Minister of Water Affairs of the Republic of South Africa;
References to "South African law" herein are to the laws of the Republic of South Africa which are in force as at
the date of this Prospectus;
References to "South African courts" herein are to the courts of the Republic of South Africa;
References to "SARB" herein are to the South African Reserve Bank of the Republic of South Africa;
References to "Member State" herein are to a Member State of the European Economic Area;
References to "U.S. Dollars", "U.S.$", "Dollars" and "$" are to United States dollars, being the legal currency for
the time being of the United States of America;
References to "Rand", "South African Rand" and "R" are to South African rand, being the legal currency for the
time being of the Republic of South Africa; and
References to "Euros" are to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
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THIRD PARTY INFORMATION
The source of any third party information is stated where such information appears in this Prospectus. In
particular, the sources of third party information set out in the Relevant Information are as follows:
Referenced Source
Page number
National Treasury
4-5, 101, 103, 104-105, 109-111, 113 and
120-141 of the Annual Report.
Exhibit 99.F of Amendment No. 2.
Stats SA (Statistics South Africa)
4-5, 9, 30, 35-37, 39-43, 50, 57-58 and 63
of the Annual Report.
4 of Exhibit 99.D of Amendment No. 1.
SARB
4-5, 35-37, 63, 66-68, 86-95 and 120-121
of the Annual Report.
Exhibit 99.E of Amendment No. 1.
Exhibit 99.E of Amendment No. 2.
Exhibit 99.E of Amendment No. 3.
SARB BA210 Credit Risk Surveys, June 2013
73-74 of the Annual Report.
The Wage Settlement Survey Quarterly Report, Andrew Levy
60 of the Annual Report.
Employment Publications.
Quarterly Labour Force Survey, Stats SA
4-5, 7 and 58 of the Annual Report.
IMF, World Economic Outlook Database, October 2013
6 and 32 of the Annual Report.
Rapid Mortality Surveillance Report 2011
29 of the Annual Report.
IEC (Independent Electoral Commission)
12 of the Annual Report.
vi-vii of Exhibit 99.D of Amendment
No. 2.
Census 2011
9 of the Annual Report.
JSE (Johannesburg Stock Exchange)
76-77 of the Annual Report.
Quantec
82-86 of the Annual Report.
2012-2013 Budget
109-110 of the Annual Report.
The MTBPS
109-110 of the Annual Report.
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FORWARD-LOOKING STATEMENTS
This Prospectus and the SEC Filing Documents, which are incorporated by reference herein, include forward-
looking statements. All statements other than statements of historical facts included in this Prospectus regarding,
amongst other things, RSA's economy, fiscal condition, debt or prospects may constitute forward looking
statements. Forward looking statements generally can be identified by the use of forward looking terminology
such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", or similar
terminology. Such statements are based on RSA's current plans, estimates, assumptions and projections which
RSA believes are reasonable at this time. However, you should not place undue reliance on them. Forward-
looking statements speak only as of the date they are made and RSA undertakes no obligation to update any of
them in light of new information or future events.
Forward-looking statements involve inherent risks. RSA cautions you that a number of factors could cause actual
results to differ materially from those contained in any forward-looking statements. These factors include, but are
not limited to:
·
External factors, such as: interest rates in financial markets outside RSA; the impact of changes in the credit
rating of RSA; the impact of changes in the international prices of commodities; economic conditions in
RSA's major export markets; the decisions of international financial institutions regarding the terms of their
financial arrangements with RSA; and the impact of adverse developments in the region where RSA is
located.
·
Internal factors, such as: general economic and business conditions in RSA; present and future exchange
rates of the South African currency; foreign currency reserves; the level of domestic debt; domestic
inflation; the ability of RSA to effect key economic reforms; the level of foreign direct and portfolio
investment; and the level of South African domestic interest rates.
STABILISATION
SUBSEQUENT TO THE ISSUE OF THE CERTIFICATES, THE JOINT LEAD MANAGER NAMED AS
STABILISING MANAGER (OR ANY PERSONS ACTING ON BEHALF OF ANY STABILISING
MANAGER) MAY EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE CERTIFICATES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL, BUT
IN DOING SO, THE STABILISING MANAGER SHALL ACT AS PRINCIPAL AND NOT AS AGENT OF
THE TRUSTEE OR RSA. HOWEVER, THERE CAN BE NO ASSURANCE THAT THE STABILISING
MANAGER (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER
THE CLOSING DATE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE CERTIFICATES AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE CERTIFICATES. ANY STABILISATION
ACTION SHALL BE CONDUCTED BY THE RELEVANT STABILISING MANAGER (OR PERSON(S)
ACTING ON BEHALF OF ANY STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES AND WITH THE PRIOR CONSULTATION AND PRIOR AGREEMENT OF THE
JOINT LEAD MANAGERS.
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CONTENTS
Page
OVERVIEW OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
STRUCTURE DIAGRAM AND CASH FLOWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
TERMS AND CONDITIONS OF THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
GLOBAL CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
DESCRIPTION OF THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
OVERVIEW OF THE PRINCIPAL TRANSACTION DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
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