1. Terms and Conditions

The following are the Terms and Conditions, hereafter referred to as the Conditions, of the Issue of Kenya Shillings Forty-Four Billion Seven Hundred and Ninety-One Million (KES 44,791,000,000) Notes comprising Linzi 003 IABS, duly authorized pursuant to a resolution of the Partners of the Sponsor passed on 16th May 2025.

The Notes are issued with the benefit of, and are subject to, the Agency Agreement, each Applicable Pricing Supplement, Management Services Agreement, the Trust Deed, the Security Documents, and the Offering Memorandum (the Transaction Documents).

All capitalized terms not defined in these Conditions bear the meaning ascribed to them in the Trust Deed, Offering Memorandum, and the relevant Pricing Supplement, unless the context otherwise requires. Copies of these documents are available for inspection at the offices of the Trust SPV and the Issuing and Paying Agent.

2. Form, Denomination and Title

  • Form of Notes and Denominations: Issued in dematerialized book entry form, in denominations of KES 100,000 and multiples thereof. A Jumbo Certificate is held by the Custodian.
  • Title: Title is evidenced by book entry and passed through registration of allotment per the Agency Agreement.
  • Transfer: Transferable on or after the Trading Commencement Date, subject to applicable charges and NSE rules.
  • Closed periods: No transfer registration 15 days before the Redemption Date.
  • Future issues: The Sponsor or Manager may issue further Notes on similar terms at any time.

3. Status

The Notes are senior, secured, unconditional, and unsubordinated obligations of the Trust SPV, ranking pari passu among themselves and with other obligations secured by the Trust Assets.

4. Interest

  • Interest: Unless specified otherwise, interest is paid semi-annually with principal at 15.04% p.a., from the issuance date.
  • Finality of Certificates: All determinations and communications under this clause are binding unless proven to involve willful deceit or manifest error.

5. Payments

  • Principal and Interest: Paid pro rata by the Paying Agent from Trust Assets on scheduled repayment dates.
  • Method of Payment: Payments made via EFT or RTGS in KES to registered bank accounts unless alternate arrangements are made.
  • Business Days: If payment date is not a business day, payment is made the next business day without additional interest.
  • Currency: All payments and accounts are in Kenya Shillings.

6. Redemption and Purchase

  • Final Redemption: Notes are redeemed by the Trust SPV at the final redemption amount specified in the Pricing Supplement.
  • Cancellation: Repurchased Notes may be surrendered for cancellation and will not be reissued.
  • General: "Principal" refers to the nominal value; "Interest" refers to any amount in excess of principal paid to Noteholders.

7. Limited Recourse

  • Payments on the Notes are made solely from the Trust Assets. Noteholders have no claim beyond these assets.
  • If Trust Assets are insufficient, no further claims can be made against the Trust SPV, the Sponsor, Sports Kenya, or SASDF.
  • Dealings with the Trust Assets are only as permitted under the Transaction Documents and these Conditions.

8. Agreement of Noteholders

  • No payments are due except from Trust Assets.
  • All payments must be made by the Paying Agent as per the Conditions.
  • No recourse to the Sponsor, Sports Kenya, or SASDF after Trust Assets are exhausted.
  • No bankruptcy or liquidation proceedings may be instituted against the Trust SPV by Noteholders.

9. Rights of the Noteholders

  • Noteholders have no direct interest in any part of the Trust Assets.
  • Only registered Noteholders in the Register are recognized as such.
  • Noteholders can pledge or mortgage their Notes, subject to written notice to the Security Trustee and Registrar.

10. Taxation

  • Payments are made without withholding tax unless required by Kenyan law.
  • Withholding tax is applied unless Noteholders are tax-exempt under Kenyan law and have provided sufficient evidence.

11. Prescription

Notes become void if not claimed within two years from the due date. Any voided amount will be handled under the Unclaimed Financial Assets Act, 2011.

12. Events of Default

Enumerates situations such as non-payment, false representations, seizure of Trust Assets, unenforceability of agreements, and breach of agreements by the Sponsor or SASDF that trigger defaults, enabling Noteholders to declare the Notes due and payable.

13. Agents

Initial agents and their offices are listed. The Trustee can amend or terminate their appointments with 30–45 days’ notice. Agents act on behalf of the Trustee and not as agents of Noteholders.

14. Notices

Notice methods include email and registered mail. Timing of notices is detailed. Noteholders must lodge their notices at the Security Trustee’s office.

15. Meetings, Modifications, and Waivers

Special Resolutions can modify terms. Certain modifications require a larger quorum. The Trustee can also make minor or formal changes without Noteholder consent and notify them accordingly.

16. Law and Jurisdiction

Governing law is Kenyan law. The Trustee submits to jurisdiction in Kenya and agrees to enforcement of judgments across jurisdictions. Legal notices will be served to the Trust SPV’s registered office in Nairobi.