| Fri 29 Jun 2012, 12:04 | | PRM1A4 - Private Residential Mortgages (Pty) Ltd - Series 1 - Amendments to |
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JSE
BIPRM1
PRM1A4 - Private Residential Mortgages (Pty) Ltd - Series 1 - Amendments to
the Transaction Documents
Private Residential Mortgages (Pty) Ltd
JSE Code: PRM1A4
ISIN No: ZAG000084096
In accordance with the Terms and Conditions of Private Residential Mortgages
(Pty) Ltd - Series 1, Investors are herewith advised of the Amendments to the
Transaction Documents of the PRM1A4 note effective from 12 June 2012.
Private Residential Mortgages (Proprietary) Limited (the Issuer): amendments
to certain agreements in respect of the Issuer`s R20 billion residential
mortgage backed securities programme, dated 13 November 2006 (the Programme)
Words and expressions used in this notice will, unless otherwise defined or
the context otherwise requires, bear the same meanings as in the Common Terms
Agreement entered into between Investec Bank Limited, acting through its
division, Investec Capital Markets, the Issuer, Private Residential Mortgages
Security SPV Series 1 (Proprietary) Limited (the Security SPV), the Trustee
for the time being of the Private Residential Mortgages Owner Trust, the
Trustee for the time being of the Private Residential Mortgages Security SPV
Owner Trust, Investec Bank Limited, acting through its division, Private Bank,
Investec Bank Limited, the Standard Bank of South Africa Limited, Nedbank
Limited and Rand Merchant Bank, a division of FirstRand Bank Limited, dated 13
November 2006, as amended, novated and/or substituted from time to time.
1. The Issuer delivers this notice to the Central Securities Depository`s
Nominee and the JSE Limited (formerly BESA) in accordance with Condition
17.2 of the Terms and Conditions.
2. The Issuer established Series 1 under the Programme on or about 13
November 2006. The Issuer and the Secured Creditors wish to effect
certain amendments to the Series supplement (the Series 1 Supplement) and
other Transaction Documents in respect of Series One (collectively, the
Amended Documents).
3. For sake of clarity, any reference in this letter to a defined term is a
reference to such term in respect of the Series 1 Supplement.
4. The Issuer has entered into a general amendment agreement together with
Investec Bank Limited, acting through its division, Investec Capital
Markets, the Security SPV, the Owner Trust, the Security SPV Owner Trust,
Investec Bank Limited, acting through its division, Private Bank,
Investec Bank Limited, Nedbank Limited, acting through its division,
Nedbank Capital and Rand Merchant Bank a division of FirstRand Bank
Limited (the General Amendment Agreement), in terms of which the
following amendments to the Amended Documents are effected:
5.1 Series 1 supplement
By deleting paragraph 1.98.1 of the definition of Required Credit Rating
and substituting it with the following new paragraph 1.98.1 of the
definition of Required Credit Rating:
1.98.1 where the Rating Agency is Moody`s:
1.98.1.1 in respect of the Permitted Investments, if a global scale, local
currency credit rating has been assigned to the investment or
entity, then at least Prime-1 by Moody`s on a short-term scale or at
least A3 by Moody`s on a long-term scale;
1.98.1.2 in respect of a Derivative Counterparty, if a global scale, local
currency rating has been assigned to the entity, then at least Prime-
1 by Moody`s on a short-term scale and at least A2 by Moody`s on a
long-term scale;
1.98.1.3 in respect of the Account Bank and the GIC Provider, if a global
scale, local currency credit rating has been assigned to the
investment or entity, then at least Prime-1 by Moody`s on a short-
term scale or at least A3 by Moody`s on a long-term scale;
1.98.1.4 in respect of the Liquidity Facility Provider and Redraw Facility
Provider, if a global scale, local currency credit rating has been
assigned to the investment or entity, then at least Prime-1 by
Moody`s on a short-term scale or at least A3 by Moody`s on a long
term scale;
1.98.1.5 in respect of the Servicer, if a global scale, local currency credit
rating has been assigned to the investment or entity, then at least
Prime-1 by Moody`s on a short-term scale or at least Baa3 by Moody`s
on a long term scale;
1.98.1.6 in each case, in the absence of a global scale, local currency
credit ratings, such equivalent public information ratings by
Moody`s; and
1.98.1.7 in the case of other transaction parties required to hold the
Required Credit Rating in terms of the Transaction Documents, the
same global scale, local currency credit rating as that assigned, if
any, by the Rating Agency to the highest-ranking Notes in issue at
any point in time;"
5.2 Collateral Account
5.2.1 The Parties wish to provide for the establishment of a new banking
account in terms of the Transaction Documents and therefore agree to amend the
Bank Agreement as follows:
(a)The addition of a new bank account (the "Collateral Account") to the bank
accounts listed in Schedule 1 of the Bank Agreement as follows:
"5. Collateral Account
Account name: Private Residential Mortgages (Pty) Ltd - Series1
Account number: 5000 591 7707
Bank: Investec Bank Limited
Branch: Sandton Branch
Branch Code: 580105"
5.2.2 It is agreed that cash collateral to be paid in terms of a
Derivative Contract is to be deposited into the Collateral Account.
5.2.3 The Collateral Account shall not be subject to the terms and
conditions of the Guaranteed Investment Contract.
5.2.4 The definition of "Bank Account" wherever it appears in the
Transaction Documents is amended to include reference to the
Collateral Account.
5.2.5 Interest on funds in the Collateral Account shall accrue at the
interest rate specified in paragraph 11(f) of the Credit Support
Annex to the Schedule to the ISDA Master Agreement dated as of 5
December 2006.
6. A signed copy of the General Amendment Agreement is attached hereto as
Annexe "A".
7. Condition 18.4 of the Terms and Conditions of the Notes provides that:
"...If in the reasonable opinion of the Security SPV any proposed amendment to
the Terms and Conditions and/or the Priority of Payments may prejudice the
rights, under the Terms and Conditions and/or the Priority of Payments, of (i)
all of the Noteholders or (ii) a particular Class (or Classes) of Noteholders,
as the case may be, the Security SPV will call a meeting of all of the
Noteholders or a meeting of that Class of Noteholders or separate meetings of
each of those Classes of Noteholders, as the case may be. Such meeting or
meetings will be regulated by the provisions set out in Condition 22 and no
proposed amendment will be made to the Terms and Conditions and/or the
Priority of Payments until such amendment has been approved by Special
Resolution at such meeting or meetings."
8. In terms of Clause 18.5 of the Terms and Conditions of the Notes, no
amendment to the Terms and Conditions and/or the Priority of Payments
which may prejudice the rights and/or obligations of a Secured Creditor
(other than a Noteholder) may be made without the prior written consent
of such Secured Creditor.
9. The Security SPV is satisfied that the proposed amendments set out in the
General Amendment Agreement do not prejudice the rights of either (i) all
of the Noteholders or (ii) a particular Class (or Classes) of
Noteholders, under the Terms and Conditions and/or the Priority of
Payments, in light of inter alia, a ratings affirmation to be received
from the Rating Agency.
10. In terms of Condition 18.6 of the Terms and Conditions of the Notes, no
amendment to the Terms and Conditions and/or any of the other Transaction
Documents may be made unless:
10.1. the Security SPV grants its prior written approval for such
amendment; and
10.2. the Rating Agency is furnished with at least 5 Business Days prior
written notice of the proposed amendment and does not notify the
Issuer in writing that the proposed amendment may cause it to
downgrade or withdraw its respective current Ratings of Tranches of
Notes in issue.
11. By their signatures to the General Amendment Agreement, the Security SPV
and the Secured Creditors have given their prior written consent to the
amendments to the Amended Documents as effected by the General Amendment
Agreement.
12. It is recorded that the Rating Agency has been furnished with at least 5
Business Days prior written notice of the proposed amendments to the
Amended Documents as effected by the General Amendment Agreement and has
not notified the Issuer in writing that the proposed amendments may cause
it to downgrade or withdraw its respective current Ratings of the Notes.
13. The Issuer hereby gives notice to each holder of the Notes of the
amendments to be effected through the General Amendment Agreement.
Date 29 June 2012
Dealer: Investec Bank Limited
Sponsor: Investec Bank Limited ("Investec")
Contact person: Sabelo Mbuthu - 011 286 9534
Date: 29/06/2012 12:04:02 Produced by the JSE SENS Department.
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