Commercial Bank of Africa Form of Pricing Supplement

Commercial Bank of Africa Form of Pricing Supplement
CBA is regulated by the Central Bank of Kenya
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www.cbagroup.com
(A public limited liability company incorporated in Kenya with registration no. C. 7055)
PRICING SUPPLEMENT DATED 21st NOVEMBER 2014
ISSUE OF KES 5,000,000,000 (KENYA SHILLINGS FIVE BILLION ONLY) FIXED RATE NOTES WITH A GREEN SHOE OPTION OF KES
2,000,000,000 (KENYA SHILLINGS TWO BILLION) UNDER THE MEDIUM TERM NOTE ISSUE PROGRAMME FOR AN AMOUNT
OF UPTO KES 8,000,000,000 (KENYA SHILLINGS EIGHT BILLION) WITH A GREENSHOE OPTION FOR UPTO KES 2,000,000,000
(KENYA SHILLINGS TWO BILLION)
This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be
deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Information Memorandum
dated 21st November 2014. The Notes will constitute unsecured obligations of the Issuer. This Pricing Supplement contains the final
terms and conditions of the Notes and must be read in conjunction with the aforementioned Information Memorandum.
DESCRIPTION OF THE NOTES
Issuer
Commercial Bank of Africa Limited.
Status of the Notes
The Notes will constitute direct, general, unsecured and
subordinated obligations of the Issuer and will rank pari passu
among themselves and after all subordinated creditors of the
Issuer including depositors and general creditors.
Aggregate Nominal Amount
Kes 8,000,000,000 with a greenshoe option of Kes
2,000,000,000.
Series Number
Fixed Rate Series FXD CBA-01/14/6*
* Note: the explanation of the Series Number: “CBA” (Commercial Bank of Africa Limited); ); “01”, (the first series of the Notes);
“14” (the year the Notes were issued) and “6” (the tenor of the Notes)
Tranche 1
Up to Kes 7,000,000,000/- including a Green
Shoe option of up to Kes 2,000,000,000/-
Redemption/Payment Basis
Redemption at par
Interest Payment Basis
Fixed Rate.
Form of Notes
Dematerialised Notes.
Issuance method
Fixed price.
Issue Date
22nd December 2014.
Listing Date
20th January 2015.
Business Centre
Nairobi.
Specified Denomination
Kes 1,000,000 with integral multiples of Kes 100,000 thereof.
Issue Price
Notes will be issued on a fully paid basis at par
Interest Commencement Date
22nd December, 2014
Maturity Date
Monday, 14th December 2020
Specified Currency
Kenya Shillings (“Kes”)
Applicable Business Day Convention
Actual/364.
Paying Agent
Commercial Bank of Africa Limited.
Specified Office of the Paying Agent
Commercial Bank of Africa Limited
CBA Centre,
Mara and Ragati Roads, Upper Hill
P.O Box 30437-00100 GPO,
Nairobi, KENYA
Tel +254 20 2884000
www.cbagroup.com
Registrar and Fiscal Agent
Image Registrars Limited.
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Specified Office of the Registrar and Fiscal Agent
Image Registrars Limited
Barclays Plaza
Loita Street
P.O. Box 9287 – 00100
Nairobi, Kenya
Tel: +254 20 2230330 +254 20 2230333
Specified Office of the Issuer
Commercial Bank of Africa Limited
CBA Centre,
Mara and Ragati Roads, Upper Hill
P.O Box 30437-00100 GPO,
Nairobi, KENYA
Tel +254 20 2884000
www.cbagroup.com
Final Redemption Amount
100% of Aggregate Nominal Amount
FIXED RATE NOTES
(a) Fixed Interest Rate(s)
12.75% per annum payable semi-annually in arrears
(b) Interest Payment Date(s)
1st
Monday, 22nd June 2015
nd
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Monday, 21st December 2015
rd
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Monday, 20th June 2016
th
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Monday, 19th December 2016
th
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Monday, 19th June 2017
th
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Monday, 18th December 2017
th
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Monday, 18th June 2018
th
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Monday, 17th December 2018
th
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Monday, 17th June 2019
th
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Monday, 16th December 2019
th
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Monday, 15th June 2020
th
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Monday, 14th December 2020
of each year up to and including the Maturity Date
(c) Default Interest
Applicable Interest Rate plus 2% p.a.
FLOATING RATE NOTES
(a) Interest Payment Date(s)
Not Applicable.
(b) Interest Period(s)
Not Applicable.
(c) Definitions of Business Day
Not Applicable.
(d) Interest Rate(s)
Not Applicable
(i) Reference Rate
Not Applicable.
(ii) Minimum Interest Rate
Not Applicable.
(iii) Maximum Interest Rate
Not Applicable.
(e) Other terms relating to the method of calculating interest
Not Applicable.
(f) Margin
Not Applicable.
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PROVISIONS REGARDING REDEMPTION/MATURITY
Redemption at the Option of the Issuer (Early Redemption):
Applicable. The Issuer may redeem all or part of the principal
amount of the Notes earlier than the Principal Repayment
Date. (together with interest accrued to the date of
redemption)
If applicable:
a) Early Redemption Date(s)
Such dates as may be indicated by the Issuer by notice to the
Note Trustee and Noteholders.
b) Early Redemption Amount(s) and method, if any, of
calculation of such amount(s)
Such amount as indicated by the Issuer in the notice to
the Note Trustee and Noteholders subject to the Minimum
Redemption Amount
c) Minimum period of notice (if different from Condition 6)
Not Applicable.
(i) Minimum Redemption Amount(s)
Kes 100,000,000 with integral multiples of Kes 50,000,000.
(ii) Higher Redemption Amount(s)
Not Applicable.
d) If redeemable in part:
(i) Minimum Redemption Amount(s)
Kes 100,000,000 with integral multiples of Kes 50,000,000.
(ii) Higher Redemption Amount(s)
Not Applicable.
e) Other terms applicable on Early Redemption
the Fiscal Agent has received from the Issuer not less than
30 days prior written notice (which such notice shall also have
been given to the Noteholders in accordance with Condition 6.15
(Notices)) specifying the date on which the principal amount is
to be redeemed, such date to be a Principle Repayment Date or
an Interest; no early redemption may be made before the first
Interest Payment Date.
GENERAL
Other terms or special conditions
Allotment will be done on the following basis in order of priority:
a) Applicants subscribing for Notes of a greater value than Kes
100,000,000 or in Kenya Shilling equivalent will obtain priority during
allotment and in the event of an over-subscription, applicants under
this category will be pro-rated equally;
b) Applicants subscribing for Notes of a value less than Kes 100,000,000
or in Kenya Shilling equivalent after a full allotment under (a) above
and in the event of an over-subscription allocations under this category
will be pro-rated equally.
Board approval for issuance of Notes obtained
6th October, 2014.
Additional selling restrictions
None.
Securities exchange
Nairobi Securities Exchange or the “NSE”
Relevant sub-market of the securities exchange
Fixed Income Securities Market Segment
Governing law
Kenyan Law.
Record Date
The Fifteenth day before (and not including) each Interest Payment Date.
Method of Distribution
Public Placement.
Total Notes in Issue (excluding current issue)
Nil.
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Rights of Cancellation
The Notes will be delivered to investors after the Issue Date/Settlement
Date by crediting the respective CDS accounts provided that:
(i)no event occurs prior to the settlement process being finalised on the
Issue Date/Settlement Date which the Issuer (in its sole discretion)
consider to be a force majeure event; or
(ii) no event occurs which the Issuer (in its sole discretion) considers
may prejudice the issue, the Issuer or the Notes,
(each a Withdrawal Event).
If the Issuer decides to terminate this transaction due to the occurrence of
a Withdrawal Event, this transaction shall terminate and no party hereto
shall have any claim against any other party as a result of such termination.
In such event, the Notes, if listed, will immediately be de-listed.
Material Change
Save as disclosed in the Information Memorandum as read together with
this relevant Pricing Supplement, there has been no material change in the
Issuer’s financial position since the date of the Issuer’s last audited financial
statements.
Responsibility Statements
The Board of Directors of the Issuer certify that to the best of its knowledge
and belief, there are no facts that have been omitted which would make
any statement in the Information Memorandum, as read together
with this relevant Pricing Supplement, false or misleading and that all
reasonable enquiries to ascertain such facts have been made, as well as
that the Information Memorandum as read together with this relevant
Pricing Supplement contains all information required by law and the NSE
listings rules. The Issuer accepts full responsibility for the accuracy of the
information contained in the Information Memorandum as read together
with this relevant Pricing Supplement, except as otherwise stated therein
or herein.
The Issuer confirms that the Capital Markets Authority and NSE take
no responsibility for the contents of the information contained in the
Information Memorandum as read together with this Pricing Supplement,
makes no representation as to the accuracy or completeness of any of
the foregoing documents and expressly disclaims any liability for any loss
arising from or in reliance upon the whole or any part of the information
contained in the Information Memorandum as read together with this
Pricing Supplement.
Offer opens
Wednesday, 26th November 2014
Offer closes
Wednesday, 10th December 2014
Allotment date
Wednesday, 17th December 2014
Announcement date
Wednesday, 17th December 2014
Settlement date
Friday, 19th December 2014
Issue Date
Monday, 22nd December 2014
Listing
Tuesday, 20th January 2015
Please note that subject to receipt of approval from the Capital Markets Authority, Commercial Bank of Africa Limited reserves
the right to amend these dates and times. Any such amendment will be communicated in good time to the potential investors
in the event such a decision is taken.
COMMERCIAL BANK OF AFRICA LIMITED
By:
Duly Authorised Signatory
Group Managing Director
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