| Wed 8 Feb 2012, 17:35 | | SPG - Super Group Limited - Unwinding of restructuring and facility agreements |
|
SPG
SPG
SPG - Super Group Limited - Unwinding of restructuring and facility agreements
Super Group Limited
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code: SPG
ISIN: ZAE000161832
("Super Group" or "the Company")
UNWINDING OF RESTRUCTURING AND FACILITY AGREEMENTS
1. INTRODUCTION
Shareholders are referred to the announcement on the 30 July 2009 that
Super Group had entered into a Restructuring agreement, that included
Financing and Credit Facility agreements with the relevant funders.
2. UNWINDING OF THE FINANCING AND CREDIT FACILITY AGREEMENTS
Shareholders are advised that Super Group has successfully unwound the
Financing and Credit Facility agreements entered into with 21 Lenders in
July 2009.
Pursuant to the unwinding of the agreements, the following security
interests have been cancelled and released by the Lenders:
- pledge of shares in certain subsidiaries;
- cession of inter-company loans;
- holding company guarantees and indemnities;
- subsidiary company guarantees and indemnities;
- cessions over trade receivables and related insurance policies;
- general notarial bonds over plant, equipment and inventories;
- second mortgage bond over properties;
- cession of reversionary rights.
In addition, all information undertakings and financial covenants have been
cancelled.
3. NEW FACILITY AGREEMENTS
Shareholders are further advised that Super Group has entered into new
facility agreements with two primary lenders for general banking
requirements totalling R300 million. These facilities are secured by a
general notarial bond over non-floor plan inventories within South Africa,
and a cession of non-Full Maintenance Lease South African debtors, except
for certain debtors that cannot be ceded, together with related insurance
policies. Included in the general banking facilities is a revolving credit
facility ("RCF") of R200 million for 5 years. The RCF is further to be
secured by a mortgage bond over the Super Park Property.
The new general banking facilities have the normal warranties and
informational undertakings that can be expected with similar arrangements.
Two financial covenants are in place:
- A Minimum Capital Adequacy ratio of 18% must be maintained for the
group, excluding the sgfleet operations. Capital Adequacy is defined
as Tangible Net Asset Value divided by Tangible Asset Value;
- A Net Interest Cover Ratio of 2.7 times must be maintained for the
group, excluding the sgfleet operations. Net Interest Cover is defined
as Earnings Before Interest, Tax, Depreciation and Amortisation
(EBITDA) divided by Net Interest Paid.
The financial covenants are measured on a quarterly basis.
All Asset Based Financing, including Full Maintenance Lease funding,
remains in place. Security for such financing is, however, limited to the
funded asset and holding company guarantees. Fellow subsidiary guarantees
are provided in certain circumstances.
The unwinding of the restructuring and credit facility agreements, together
with the new general banking facilities, have no effect on the Australian,
Mauritian, New Zealand, and United Kingdom facilities.
8 February 2012
Sandton
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Corporate law advisers
Fluxmans Inc.
Date: 08/02/2012 17:35:06 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
