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Chase Bank (Kenya) Limited Chase Bank (Kenya) Limited Incorporated in Kenya under the Companies Act (Chapter 486, Laws of Kenya) (Registration Number C.45983) Information Memorandum March 2015 In respect of Kenya Shillings Ten Billion (KES 10,000,000,000) 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. Lead Transaction Advisor & Co-Placing Agent Co-Arranger & Co-Placing Agent Co-Placing Agent Reporting Accountants Legal Counsel Receiving Bank Registrar Note Trustee Media & Public Relations OUR PURPOSE To enable people achieve the things that matter to them most. OUR VISION To be the Premier Pan African Relationship Bank. OUR VALUES Be inclusive: Engage with all and embrace diversity. It makes for wholesome experiences. Keep it Real: Be forthright and truthful. People will trust you more. Simplify: Keep it simple. Customers will love us for it. Share the Passion: Live Chase! Let others see it, hear it and feel it. 1 INTRODUCTION Chase Bank (Kenya) Limited (the “Issuer” or “Chase Bank”), a limited liability incorporated under the laws of Kenya (Cap. 486, Laws of Kenya with registration number C.45983) on the 22nd of August 1995 may offer from time to time medium term notes (“Notes”) under the Multicurrency Medium Term Note Programme described in this Information Memorandum (“Programme”). The aggregate principal amount of Notes outstanding will not at any time exceed KES. 10,000,000,000 (or the equivalent in other currencies at the date of issue). This limit may be increased from time to time. Any such issue will be made pursuant to such documentation as the Issuer may determine. Notes will be issued in two or more Tranches (each a “Tranche”) within two or more series (each a “Series”). Tranches of Notes within a particular Series may have various issue dates, issue prices and interest commencement dates and, in respect of the first interest payment (if any), different interest payment amounts but will otherwise be issued on identical terms and conditions. It is proposed that it will be in tranches with the first tranche of KES. 3Bn with a Green Shoe Option of KES 2Bn being raised in 2015 and the balance within the next three 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. A Pricing Supplement (“Pricing Supplement”) will be issued for each Tranche of Notes issued under a particular Series and will contain details of the aggregate principal amount of the Tranche of Notes and the interest (if any) payable in respect thereof, and the issue price, issue date and maturity date of the Tranche of Notes, together with any other terms and conditions not contained in this Information Memorandum which apply to that Tranche of Notes. Application may be made to list the Notes of a particular Series on the Nairobi Securities Exchange. However, unlisted Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Nairobi Securities Exchange (or any other stock exchange). The Notes will constitute direct, general, unconditional and unsecured obligations of the Issuer which (a) rank pari passu among themselves and (b) are subordinated to the claims of the Senior Creditors. 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. This Information Memorandum has been drawn up in compliance with the requirements of the Kenyan statues and regulations and particularly in accordance with the regulation and requirements of the CMA and the NSE. 2 IMPORTANT NOTICES & DISCLAIMERS This Information Memorandum includes particulars given in compliance with the requirements of the Companies Act, the requirements of the Capital Markets Act, The Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002, and the NSE listing rules and regulations. This Information Memorandum should be read in conjunction with all documents incorporated herein by reference. 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 Notes, that the information contained in this Information Memorandum is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Information Memorandum are honestly held and that there are no other facts the omission of which would make any of such information or the expression of any such opinions or intentions misleading in any material respect. The Transaction Advisor and the other Bond Participants (including the Co-Arranger, Legal Counsel and the Bond Trustee) have relied on information provided by the Issuer herein. The Transaction Advisor and the other Agents and Advisors to the Issue make no representations as to the accuracy or completeness of the information contained in this Information Memorandum. Accordingly, the Transaction Advisor and the other Agents and Advisors to the Issue do not accept any liability or responsibility in relation to information contained in this Information Memorandum. Neither this Information Memorandum nor any other information supplied in connection with the Notes is intended to provide the complete basis of any credit or other evaluation, nor should it be considered as a recommendation by the Transaction Advisor or the other Agents to the Issue that any recipient of this Information Memorandum or any other information supplied in connection with this Note Programme should purchase or subscribe for the Notes. Each investor contemplating purchasing or subscribing for a Note should make an independent investigation of the financial condition and affairs, and appraisal of the creditworthiness of the Company. Investors are advised to consult their professional Advisors before making an investment decision. The delivery of this Information Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any subsequent time to the date hereof or that any other information supplied in connection with the Note is correct as of any time subsequent to the date indicated in the document containing the same. No person has been authorized to give any information or make any representation other than those contained in this Information Memorandum and if given or made, such information or representation should not be relied upon as having been authorized by or on behalf of the Issuer, the Transaction Advisor or the other Agents to the Issue. The distribution of this Information Memorandum and the offer or sale of the Notes may be restricted by law to certain jurisdictions. Persons into whose possession this Information Memorandum are cautioned to inform themselves and observe any such restrictions. The Issuer hereby gives an undertaking to the Lead Transaction Advisor and other Bond Participants that if at any time during the duration of the Medium Term Note Program there is a significant change affecting any matter contained in this Information Memorandum the inclusion of which would sensibly be required by investors and would reasonably be expected by them to be found in this Information Memorandum for the purpose of making an informed assessment of the assets and liabilities, financial position 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 for use in connection with any subsequent offering of Notes. The Issuer shall seek the prior approval of the CMA and the NSE in connection with any proposed amendment or supplement to this Information Memorandum and the Issuer shall, in addition, supply to the Lead Transaction Advisor, Co-Arranger, the CMA, the and NSE in Kenya such number of copies of such supplement to this Information Memorandum or replacement Information Memorandum as the Lead Transaction Advisor, other Bond Participants, the CMA, and the NSE may reasonably require or as may be required to be provided by law. If the terms of the Issue are adapted or amended in a manner which would make this Information Memorandum inaccurate or misleading, a new Information Memorandum shall also be prepared by the Issuer after seeking the approval of the CMA and the NSE. 2.1 RELEVANT APPROVALS Application has been made to the Capital Markets Authority (“CMA”) for approval of this Information Memorandum and listing of the Notes 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 the Notes. 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.
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