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Family Bank Limited Incorporated in Kenya Under Family Bank Limited Incorporated in Kenya under the Companies Act (Chapter 486, Laws of Kenya) (Registration Number 34/2007) Information Memorandum October 2015 In respect of Kenya Shillings Ten Billion (KES 10,000,000,000) Senior Unsecured/Subordinated Multicurrency Medium Term Note Programme This Information Memorandum is issued in compliance with all applicable laws including the Companies Act (Cap 486), the Capital Markets Act (Cap 485A) and the Nairobi Securities Exchange Listing Manual. Joint Lead Transaction Advisors and Placing Agents Reporting Accountants Legal Advisors Receiving Bank Registrar Note Trustee Media & Public Relations 2 This Information Memorandum has been approved by the Board of Directors of Family Bank Limited and has been issued in compliance with the requirements of the Capital Markets Act (cap 485A), the Capital Markets (Securities) (Public Offers, Listing And Disclosures) Regulations, 2002, the rules of the Nairobi Securities Exchange Limited and the Companies Act (cap 486). ……………………………………… ……………………………………… Director Director 3 1 PREFACE Under this Medium Term Note issuance programme (the “Programme”), the Issuer may from time to time issue debt securities (the “Notes”). The Notes may rank as senior unsecured or subordinated obligations of the Issuer. The aggregate principal amount of Notes outstanding will not at any time exceed Kenya Shillings Ten Billion (“KES 10,000,000,000”) or the equivalent in other currencies at the date of issue. It is proposed that the Issue will be in tranches with the first tranche of Kenya Shillings Four Billion (“KES 4,000,000,000”) or the equivalent in other currencies, with a green shoe option of up to Kenya Shillings Two Billion (“KES 2,000,000,000”) being issued in 2015 and the balance within the next five years in various tranches/series. Interest on the Notes of a particular series shall be calculated and paid in accordance with the Terms and Conditions of the Notes as outlined in the relevant Pricing Supplement. The Notes, unless previously redeemed, will be redeemed in full in accordance with the provisions of the relevant Pricing Supplement. The Notes will be issued as Dematerialized Notes in denominations of KES 100,000 or Kenya Shilling equivalent and in integral multiples of KES 100,000 or Kenya Shilling equivalent in excess thereof, subject to a minimum subscription amount of KES 100,000 or Kenya Shilling equivalent. The Notes shall rank as specified in the Summary of the Programme and as specified under the Terms and Conditions of the Notes. The register of Noteholders will be maintained by Family Bank as Fiscal Agent and Registrar (the “Issue and Paying Agent, Calculation Agent and Registrar”). The sale or transfer of Notes by Noteholders will be subject to the rules of the Nairobi Securities Exchange (“NSE”), and where applicable, the prevailing CDSC Rules and the Terms and Conditions of the Notes. There are currently no other restrictions on the sale or transfer of Notes under Kenyan law. In particular, there are no restrictions on the sale or transfer of Notes by or to non-residents of Kenya. The Notes have not been and will not be registered under any other securities legislation in any other country other than Kenya. A copy of this Information Memorandum has been filed with the Registrar of Companies in Nairobi, in accordance with the Companies Act (Chapter 486 of the Laws of Kenya). The Notes to be issued under the Programme shall be placed with investors and thereafter be available for secondary trading on the Fixed Income Securities Market Segment (FISMS) of the NSE. Applications for participation shall be processed through the Placing Agent, details of whom are provided in this Information Memorandum (under the section headed “Subscription and Sale”). The Notes may not be offered or sold, directly or indirectly, and neither this document nor any other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in any country or jurisdiction, except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations of that country or jurisdiction. 4 2 DISCLAIMER AND STATEMENTS 1. The Issuer, having made all reasonable enquiries, confirms that this Information Memorandum contains all information with respect to itself and the Notes to be issued by it which is material in the context of the programme. The Issuer further confirms that the information contained in this Information Memorandum is true and accurate in all material respects and is not misleading, that the intentions and opinions expressed in this Information Memorandum are held, and that there are no other facts the omission of which would make any such information or the expression of any such opinions or intentions misleading in any material respect. 2. The Issuer has given an undertaking to the Mandated Lead Arrangers that if at any time during the duration of the programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Information Memorandum which is capable of affecting the assessment of the Notes and whose inclusion in or removal from this Information Memorandum is necessary for the purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shall prepare an amendment or supplement to this Information Memorandum or publish a replacement Information Memorandum and shall file such amendment, supplement or replacement Information Memorandum with the Nairobi Securities Exchange (NSE) and shall supply to the Placing Agents, the Note Trustee and the NSE such number of copies of such supplement hereto as such Placing Agents, the Note Trustee and the NSE may reasonably request. 3. Neither this Information Memorandum nor any other information supplied in connection with the programme is intended to provide the complete basis of any credit or other evaluation, nor should it be considered as a recommendation by the Mandated Lead Arrangers and Placing Agents that any recipient of this Information Memorandum or any other information supplied in connection with the Programme should purchase any Notes. Each investor contemplating purchasing any Notes should make his/ her own independent investigation of the financial condition and affairs, and his/ her own appraisal of the creditworthiness of the Issuer. Neither this Information Memorandum nor any other information supplied in connection with the Programme constitutes an offer or invitation to any person by or on behalf of the Mandated Lead Arrangers and Placing Agents to subscribe for or to purchase any Notes. 4. The Central Bank of Kenya has given a letter of no objection for the establishment of the Programme by the Issuer. As a matter of policy, the Central Bank of Kenya does not assume responsibility for the accuracy of any statements, opinions, reports or recommendations made in this Information Memorandum. Approval by the Central Bank of Kenya of the Programme should not be taken as an indication of the merit of the Issuer or of the Notes. 5. Application has been made to the Capital Markets Authority (the CMA) for approval of this Information Memorandum and listing of the securities on the Fixed Income Securities Market Segment (FISMS) at the NSE and the CMA has granted the approval. As a matter of policy, the CMA does not assume responsibility for the accuracy of any of the statements made or opinions or reports expressed or referred to in this Information Memorandum. Approval by the CMA of the Programme and/or listing should not be taken as an indication of the merit of the Issuer or of the Notes. 6. The NSE has no objection to the Issuer listing the Notes on the NSE. The NSE assumes no responsibility for the accuracy of the statements made or opinions or reports expressed or referred to in this Information Memorandum. Admission by the NSE of the Notes on the FISMS should therefore not be taken as an indication of the merits of the Issuer or of the Notes. 7. The Placing Agents have relied on information provided by the Issuer and, accordingly, do not provide assurance for the accuracy or completeness of the information contained in this Information Memorandum and therefore do not accept any liability or responsibility in relation to information contained in the Information Memorandum. 5 8. The delivery of this Information Memorandum does not, at any time, imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof, or that any other information supplied in connection with the programme is correct as of any time subsequent to the date indicated in the document containing the same. 9. No person has been authorised to give any information or make any representation other than that contained in this Information Memorandum and, if given or made, such information or representation should not be relied upon as having been authorised by or on behalf of the Issuer. 6 3 CAUTION STATEMENT A copy of this Information Memorandum has been delivered to the CMA for approval and approval has been granted. The Directors of the Issuer, whose names appear on pages 10 and 67 of this Information Memorandum, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with facts and does not omit anything likely to affect the import of such information. Prospective investors should carefully consider the matters set forth under the Section “Risk Factors” on page 87. This Information Memorandum has been drawn up in compliance with the requirements of the Kenyan statutes and regulations and particularly in accordance with the regulations and requirements of the CMA and the NSE.
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