BBS Limited (Botswana) – Notice to holders & prospective holders of BBS012 floating rate notes

By Published On: July 14th, 2022Categories: Corporate announcement

Capitalised terms used in this Notice are as defined in the BBS Limited (“BBS”) BWP 2,000,000,000 (two billion Pula) Medium Term Note Programme dated the 11″ of November 2011 which has been amended and restated under the Supplementary Programme Memorandum Dated 30 July 2021 (“Programme Memorandum’) which contains the Terms and Conditions in relation to the BBS Notes (Terms and Conditions), unless specifically defined herein.

As set out in the Programme Memorandum, the Interest Rate (as defined in the Programme Memorandum and Applicable Pricing Supplement dated 11’* day of August 2021 (“Applicable Pricing Supplement”)) in respect of each of the Notes shall be determined by the Calculation Agent (as defined in the Programme Memorandum and the Applicable Pricing Supplements) by reference to the Bank Rate announced by Bank of Botswana as the Reference Rate.

The Bank of Botswana in its Monetary Policy Statement dated February 23, 2022 announced inter alia, the adoption of the yield on the main monetary policy instrument (currently the 7-day BoBc) as the anchor policy rate in place of the Bank Rate. This new rate will be called the Monetary Policy Rate (MoPR). This change came into effect as at 28′” April 2022.

The discontinuance of the Bank Rate affects the BBS0012 Floating Rate Note, which has the Bank Rate as the Reference Rate (“Note”).

In this regard, the reference as “Reference Rate” in the above Note and the BBS Applicable Pricing Supplement dated 11′ day of August 2021, to “Bank Rate” is no longer applicable. BBS intends that holders of the above Notes should be placed in the same position as they were in had the “Bank Rate” as referred to in the Terms and Conditions in the Applicable Pricing Supplement not been replaced with the Monetary Policy Rate, and as if the Monetary Rate Policy was calculated on the same basis as the said “Bank Rate”.

BBS has engaged with the Botswana Stock Exchange Limited (BSE) and the Trustee, acting for an on behalf of Noteholders, and has determined following this engagement to seek the formal sanction of Noteholders to the amended and restated Applicable Pricing Supplement as provided for in the Terms and Conditions.

In terms of the Programme Memorandum, BBS may, with the prior written consent of Noteholders holding not less than 75% in Nominal Amount of the Notes outstanding from time to time, amend the Terms and Conditions relating to the Notes and the Applicable Pricing Supplements, provided that no such amendment shall be of any force or effect unless notice of intention to make such amendment shall have been given to all Noteholders in terms of Condition 18 of the Programme Memorandum.

In terms of condition 18 of the Programme Memorandum notice shall be sent by registered mail to the Noteholders respective addresses appearing in the Registers and any such notice shall be deemed to have been given on the seventh day after the day on which it is mailed and in addition, such notices shall also be valid if published in an English language daily newspaper of general circulation in the Republic of Botswana. Condition 18 also provides that if any notice is given to Noteholders, a copy thereof shall be delivered to the Trustee and if the Note is listed on the BSE, to the BSE.


BBS Limited (BBS.bw)

Share price: 45.00 Thebe (0.00 | 0.00% – 16/08/22)

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