NOTICE OF OPTIONAL REDEMPTION
OF NOTES AND CANCELLATION OF LISTING
to the holders of
Standard Bank Group Limited
(the
"Issuer")
(Registration Number
1969/017128/06)
(Legal Entity Identifier:
2549003PEZXUT7MDBU41)
US$400,000,000 5.95 per cent. Resettable Tier 2 Notes due
2029
(ISIN
XS2001739379)
(Common Code
200173937)
(the
"Notes")
issued under the
U.S.$4,000,000,000 Euro Medium Term Note
Programme
18 April
2024
Reference is made to the terms and
conditions of the Notes (the "Conditions") set out in the Base
Prospectus dated 10 May 2019, (the "Base Prospectus") and the Fiscal Agency
Agreement dated 10 May 2019 by and among the Issuer, The Standard
Bank of South Africa Limited, The Bank of New York Mellon (as
Fiscal Agent and Calculation Agent) and The Bank of New York Mellon
SA/NV, Luxembourg Branch (as Registrar and Luxembourg Paying Agent)
(the "Fiscal Agency
Agreement"). Capitalised terms used in this notice (the
"Notice") and not otherwise
defined herein shall have the meanings set out in the Conditions
and the Fiscal Agency Agreement.
The Issuer hereby gives notice to
holders of the Notes (the "Noteholders") that it will exercise its
option to redeem all of the Notes outstanding on 31 May 2024 (the
"Optional Redemption Date
(Call)") pursuant to paragraph 20 (Call Option) of the final terms dated
28 May 2019 relating to the Notes (the "Final Terms"), Condition 10(c)
(Redemption at the option of the
Issuer) and Condition 10(l) (Conditions to Redemption, Purchase,
Modification, Substitution or Variation of Tier 2 Notes) of
the Notes having satisfied the applicable conditions to
redemption.
The Notes will be redeemed on the
Optional Redemption Date (Call) at the Optional Redemption Amount
(Call) of U.S.$1,000 per Calculation Amount plus accrued but unpaid
interest to (but excluding) the Optional Redemption Date
(Call).
The listing of the Notes on the
Official List of the Financial Conduct Authority and the admission
of the Notes to trading on the Regulated Market of the London Stock
Exchange plc will be cancelled on, or shortly after 31 May
2024.
Should any Noteholder have any
queries in relation to this Notice please contact: Marc Hearn
on Marc.Hearn@standardbank.co.za,
alternatively, please direct your queries to
strategicfunding-tcm@mail.standardbank.com.
This Notice is issued and directed
only to the Noteholders and no other person shall, or is entitled
to, rely or act on, or be able to rely or act on, its contents, and
it should not be relied upon by any Noteholder for any other
purpose.
THIS
ANNOUNCEMENT IS RELEASED BY STANDARD BANK GROUP LIMITED AND
CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF ARTICLE
7 OF THE MARKET ABUSE REGULATION (EU NO. 596/2014), AS IT FORMS
PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. THIS ANNOUNCEMENT IS MADE
BY MARC HEARN OF STANDARD BANK GROUP LIMITED.
The Notes have not been and will not
be registered under the United States Securities Act of 1933, as
amended (the "Securities
Act"), or any state securities laws and, unless so
registered, may not be offered or sold within the United States or
to, or for the account or the benefit of, US persons, as defined in
Regulation S under the Securities Act, except pursuant to an
exemption from or in a transaction not subject to the registration
requirements of the Securities Act and in compliance with any
applicable state securities laws.