TRANSNET LIMITED (Registration Number 1990/000900/06) (Incorporated with Limited Liability in the Republic of South Africa)
Total Page：16
File Type：pdf, Size：1020Kb
Proof18:26.1.10 TRANSNET LIMITED (Registration number 1990/000900/06) (incorporated with limited liability in the Republic of South Africa) U.S.$2,000,000,000 Global Medium Term Note Programme Under the Global Medium Term Note Programme described in this Base Prospectus (the ‘‘Programme’’), Transnet Limited (‘‘Transnet’’, the ‘‘Company’’ or the ‘‘Issuer’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the ‘‘Notes’’). The aggregate principal amount of Notes outstanding will not at any time exceed U.S.$2,000,000,000 (or its equivalent in other currencies). This Base Prospectus has been approved by the Financial Services Authority (the ‘‘FSA’’) in its capacity as competent authority for the purposes of Directive 2003/17/EC (the ‘‘Prospectus Directive’’) and relevant implementing measures in the United Kingdom as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purposes of giving information with regard to the issue of the Notes described in this Base Prospectus for the period of 12 months from the date of this Base Prospectus. Application has been made for such Notes to be admitted to the official list (the ‘‘Official List’’) of the FSA and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market (the ‘‘Market’’). References in this Base Prospectus to Notes being ‘‘listed’’ (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by a competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. The relevant Final Terms (the ‘‘Final Terms’’) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange or quotation system). Notes may also be issued that are not traded on any exchange. Investing in the Notes involves substantial risks. Prospective investors should have regard to the risks described under the section captioned ‘‘Risk Factors’’ in this Base Prospectus. In general, the Notes of each Series (as defined in ‘‘Overview – Overview of the Programme – Method of Issues’’) issued in bearer form (‘‘Bearer Notes’’) will initially be represented by a temporary global note in bearer form, without interest coupons (each a ‘‘Temporary Global Note’’), and will be sold in ‘‘offshore transactions’’ within the meaning of Regulation S (‘‘Regulation S’’) under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’). Interests in Temporary Global Notes generally will be exchangeable for interests in permanent global notes (each a ‘‘Permanent Global Note’’ and, together with the Temporary Global Notes, the ‘‘Global Notes’’), or if so stated in the relevant Final Terms, definitive Notes (‘‘Definitive Notes’’), after the date falling 40 days after the completion of the distribution of the relevant Tranche of Notes upon certification as to non-U.S. beneficial ownership. Interests in Permanent Global Notes will be exchangeable for Definitive Notes in whole but not in part in the limited circumstances described under ‘‘Summary of Provisions Relating to the Notes While in Global Form’’. Global Notes may be deposited on the issue date with a common depositary (the ‘‘Common Depositary’’) on behalf of Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’) or such other clearing systems as shall be agreed between the Issuer and the relevant Dealers (as defined herein). Bearer Notes are subject to U.S. tax law requirements. The Notes of each Tranche (each a ‘‘Tranche’’) to be issued in registered form (‘‘Registered Notes’’) will be represented by registered certificates (each a ‘‘Certificate’’), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Tranche and may be represented by a Global Certificate (as defined below) and Certificates may, and Global Certificates will, be deposited on the relevant issue date either with (a) a Common Depositary or (b) such other clearing system as shall be agreed between the Issuer and the relevant Dealers (as defined herein). Registered Notes which are sold in an ‘‘offshore transaction’’ within the meaning of Regulation S will initially be represented by a permanent registered global certificate (each a ‘‘Regulation S Global Certificate’’) without interest coupons, which may be deposited on the relevant issue date (a) in the case of a Series intended to be cleared through Euroclear and/or Clearstream, Luxembourg, with a Common Depositary and (b) in the case of a Series intended to be cleared through a clearing system other than, or in addition to, Euroclear and/or Clearstream, Luxembourg, or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealers. Registered Notes which are sold in the United States to ‘‘qualified institutional buyers’’ (each a ‘‘QIB’’) within the meaning of Rule 144A (‘‘Rule 144A’’) (the ‘‘Rule 144A Notes’’) under the Securities Act will initially be represented by a permanent registered global certificate (each a ‘‘Rule 144A Global Certificate’’ and, together with the Regulation S Global Certificates, the ‘‘Global Certificates’’), without interest coupons, which may be deposited on the relevant issue date with a custodian (the ‘‘Custodian’’) for, and registered in the name of Cede & Co. as nominee for, the Depository Trust Company (‘‘DTC’’). The provisions governing the exchange of interests in the Global Certificates for individual Certificates in certain limited circumstances are described in ‘‘Summary of Provisions relating to the Notes while in Global Form’’. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area (the ‘‘EEA’’) or offered to the public in a Member State of the EEA in circumstances which require the publication of a Prospectus under the Prospectus Directive, the minimum specified denomination (each a ‘‘Specified Denomination’’) shall be e50,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). Rule 144A Notes may only be offered in a minimum denomination of U.S.$100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). Any sale or transfer of Rule 144A Notes after the issue date of such Notes may only be made in a minimum denomination of U.S.$100,000 (or its equivalent in another currency). Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The Notes 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 and may not be offered, sold, pledged or otherwise transferred except (1) in accordance with Rule 144A to a person that the holder and any person acting on its behalf reasonably believes is a QIB that is acquiring the Notes for its own account or for the account of one or more QIBs, (2) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, (3) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, or (4) pursuant to any effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. No representation can be made as to the availability of the exemption provided by Rule 144 under the Securities Act for resales of the Notes. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus, see ‘‘Subscription and Sale’’ and ‘‘Transfer Restrictions.’’ This Base Prospectus should be read and construed together with any amendment or supplement hereto. Further, in relation to any Series of Notes, this Base Prospectus should be read and construed together with the relevant Final Terms. As described further in this Base Prospectus, the prior written approval of the Financial Surveillance Department (‘‘ExCon’’) of the South African Reserve Bank (the ‘‘SARB’’) will be required for each Tranche of Notes issued under this Programme. Arrangers Barclays Capital Goldman Sachs International Dealers Barclays Capital Goldman Sachs International Goldman, Sachs & Co. The date of this Base Prospectus is 26 January 2010 This Base Prospectus comprises a base prospectus for the purposes of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and its subsidiaries (the ‘‘Group’’) and the Notes which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Group. The Issuer accepts responsibility for the information contained in this Base Prospectus.