Commentary & Deal Flow

Launched: PerpNC7: US$300m @ 7.375% - Books > US$1.6bn (excl. JLM interest)
Book Update: Books > US$1.2bn
IPTs: PerpNC7: 7.875%a

• Issuer: Absa Group Limited
• Issuer’s LEI: 2138006IPPRD4N6XLT30
• Issuer’s Ratings: Ba2 (Stable) by Moody's / BB- (Stable) by Fitch
• Expected Issue Rating: B2 by Moody’s
• Instrument: Fixed Rate Reset Additional Tier 1 Notes (the “Notes”)
• Status: The Notes constitute direct, unsecured and, in accordance with the provisions below, subordinated obligations of the Issuer and rank pari passu without any preference among themselves and (save for those that have been accorded preferential rights by law): a) pari passu with Other AT1 Securities (or any other securities that are deemed under the Capital Regulations to qualify as AT1 Capital) and (save for those that have been accorded preferential rights by law) at least pari passu with all other claims of creditors of the Issuer which rank or are expressed to rank (or are deemed under the Capital Regulations to rank) pari passu with the Notes; b) senior to Common Equity Tier 1 Capital Securities and the obligations of the Issuer under any Junior Securities; and c) junior to the present and / or future claims of Senior Creditors
• Format: Reg S (Cat 2), Registered Form
• Currency and Size: US$ 300 million
• Tenor: Perpetual NC7
• Trade Date: 12-May-26
• Issue Date: 19-May-26 (T+5)
• First Call Date: 19-May-33
• First Reset Date: 19-Nov-33
• Reset Dates: The First Reset Date and every fifth anniversary thereafter
• Interest Rate: 7.375% per annum payable semi-annually in arrear up to but excluding the First Reset Date Coupon to be reset on the First Reset Date and every 5 years thereafter, at the 5-Year Mid-Swap Rate plus the Reset Margin
• Interest Payment Dates: 19 May and 19 November in every year, commencing on 19-Nov-26
• Discretionary Interest Cancellation: Non-cumulative optional interest cancellation at the issuer’s discretion
• Mandatory Interest Cancellation: The Issuer will also not be obliged to pay interest in relation to the Notes if it is in breach of either (i) the Capital Regulations or (ii) the Solvency Condition on the business day prior to such Interest Payment Date or would be in breach of the Capital Regulations or the Solvency Condition if the relevant interest amount were paid on such Interest Payment Date; or at any time the Prudential Authority imposes a mandatory prohibition on the payment by the Issuer of such interest amount. The Issuer shall not make an interest payment on the Notes on any Interest Payment Date (and such interest payment shall therefore be deemed to have been cancelled and thus shall not be due and payable on such Interest Payment Date) if the level of distributable reserves is insufficient to fund that payment
• Optional Redemption: In whole but not in part, at anytime from the First Call Date to the First Reset Date (6-month par call) and any interest payment date thereafter
• Early Redemption: If a Tax Event or Capital Disqualification Event occurs, and subject to the Issuer satisfying the Solvency Condition, the Notes may be redeemed at the option of the Issuer, in whole but not in part, at their Current Principal Amount together with any accrued but unpaid interest. Clean-up redemption at the option of the Issuer: if at any time at least 75% of the initial aggregate principal has been redeemed or purchased, and subject to the Issuer satisfying the Solvency Condition, the Notes may be redeemed at the option of the Issuer, in whole but not in part, at their Current Principal Amount together with any accrued but unpaid interest
• Dividend Stopper: If the interest amount shall not have been paid in full, then from such Relevant Interest Payment Date until the date on which the Issuer next pays in full the interest amount due and payable on any succeeding Interest Payment Date; the Issuer shall not declare or pay a distribution or dividend or pay any interest on Junior Securities or Preference Share Parity Securities or redeem, purchase, reduce or otherwise acquire any Junior Securities or Preference Share Parity Securities
• Substitution or Variation: If a Capital Disqualification Event or a Tax Event has occurred and is continuing, then the Issuer may, subject to the Solvency Condition, but without any requirement for the consent or approval of the Noteholders, at any time either substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that they remain or, as appropriate, become, Qualifying Additional Tier 1 Securities
• Non-Viability Trigger Event: Earlier to occur of (i) Issuer CET1 ratio is equal to or below 5.875% (or such other percentage determined by the Prudential Authority from time to time), or (ii) a “trigger event” as determined by the Prudential Authority, being the earlier of (a) a decision of a Write-off without which the Issuer would become non-viable or (b) a decision to make a public sector injection of capital or equivalent support, without which the Issuer would become non-viable
• Principal Loss Absorption: Permanent write-down, in whole or in part, on the occurrence of a Non-Viability Trigger Event
• Bail-In: Each Noteholder by its acquisition of the Notes and the Trustee will be deemed to acknowledge, accept, and agree that the Notes may either be bailed-in (i) under the Resolution Framework in accordance with the exercise of the RSA Bail-in Power, or the taking of Resolution Action, by the Resolution Authority upon the occurrence of a Resolution Event in relation to the Issuer, or (ii) pursuant to the operation of the Condition “Loss Absorption following a Non-Viability Trigger Event” upon the occurrence of a Non-Viability Trigger Event
• Use of Proceeds: The net proceeds of the issue of the Notes will be used by the Issuer for its general corporate purposes and to optimise the Issuer's regulatory capital base, including the redemption of the Issuer’s outstanding U.S.$500,000,000 Fixed Rate Reset Write-Off Notes (ISIN: XS2339102878) as described in the call notice dated 6-May-26 published by the Issuer
• Listing: Main market of the London Stock Exchange
• Clearance and Settlement: Euroclear and Clearstream, Luxembourg
• Stabilisation: FCA/ICMA
• Governing Law: The Notes will be governed by English law, save that “Status of the Notes”, “Subordination”, “Set off”, “Solvency”, “Interest Cancellation”, “Redemption, Purchase, Modification, Substitution or Variation”, “Loss Absorption following a Non-Viability Trigger Event” and “Recognition of RSA Bail-in Power” Conditions will be governed by South African law
• Denomination: US$200,000 and integral multiples of US$1,000 in excess thereof
• Joint Bookrunners: Absa, Barclays, BofA Securities (B&D), Citi and Standard Chartered Bank
• Principal Paying Agent, Calculation Agent, Registrar and Transfer Agent: The Bank of New York Mellon
• Timing: Books open, today’s business
• Books Subject: 12.30 UKT
• ISIN: XS3372843964
• Common Code: 337284396