| Mon 8 Jul 2019, 9:08 | | SUPERDRIVE INVESTMENTS (RF) LIMITED - Notice of Noteholders Meeting |
|
SPDA10 SPDA11 SPDA12 SPDA6 SPDA7 SPDA8 SPDA9 201907080018A
Notice of Noteholders Meeting
SUPERDRIVE INVESTMENTS (RF) LIMITED
(Registration Number 2011/000895/06)
(the "Issuer")
NOTICE OF A MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER
THE ZAR10,000,000,000 ASSET BACKED DOMESTIC MEDIUM TERM NOTE
PROGRAMME OF THE ISSUER IN TERMS OF THE PROGRAMME MEMORANDUM
DATED ON OR ABOUT 24 AUGUST 2011
General Issuer Code: BISPDR
Instrument Codes: ZAG000138892: SPDA9 ZAG000135872: SPDA8
ZAG000135807: SPDA7 ZAG000118704: SPDA6 ZAG000145947: SPDA12
ZAG000145939: SPDA11 ZAG000138900 SPDA10
A. NOTICE AND PURPOSE
In accordance with Condition 22 of the Terms and Conditions of the Notes, the Issuer
hereby gives notice that a meeting ("Meeting") of the holders of the Notes
("Noteholders") of the Issuer, holding Notes issued by the Issuer under the Issuer's
ZAR10,000,000,000 asset backed domestic medium term note programme established in
terms of a programme memorandum dated on or about 24 August 2011 ("Programme
Memorandum") will be held at 14:00 on 29 July 2019 at the offices of TMF Corporate
Services South Africa Proprietary Limited, at 1st Floor, Building 15, Woodlands
Office Park, 20 Woodlands Drive, Woodmead, 2191, for the purposes of considering,
and, if deemed fit, passing, with or without modification, the Special Resolutions set out
under D below (on the same or similar terms as set out) for the amendment of the
Programme Memorandum.
Capitalised terms and expressions used in this notice, and not otherwise defined herein,
shall have the meanings assigned to such terms and expressions in the Programme
Memorandum.
A copy of this notice of Meeting, has been delivered to the Central Depository and
published on the Stock Exchange News Service of the JSE for communication by them to
the holders of Beneficial Interests in the Notes represented by a Global Certificate and
Uncertificated Notes, in accordance with Condition 21.1 of the Terms and Conditions.
B. BACKGROUND
The Issuer, together with BMW Finance, as the Originator and Servicer, wishes to
implement a number of changes to the Programme Memorandum, in order to, inter alia, -
(i) take cognisance of lending changes in the South African vehicle finance sector,
pursuant to which proposed changes to the Eligibility Criteria is necessary;
(ii) take cognisance of operational changes at BMW Finance, which includes proposed
amendments to the cash sweeps set out in the Programme Memorandum as well
as proposed amendments to the hedging arrangements currently included in the
Programme Memorandum; and
(iii) update the Programme Memorandum pursuant to recent changes in law, including,
but not limited to the amendments to the JSE Debt Listings Requirements,
and as a result hereof, the Issuer wishes to issue an amended and restated programme
memorandum ("Amended and Restated Programme Memorandum") in order to
record such amendments.
In accordance with the provisions of Condition 22.3 of the Programme Memorandum, no
modification of the Terms and Conditions may be effected without the prior authorisation
of a Special Resolution of all of the Noteholders or a Special Resolution of a particular Class
(or Classes) of Noteholders, as the case may be.
A draft of the Amended and Restated Programme Memorandum, as marked up to reflect
all of the proposed changes, is circulated together with this notice.
C. WHO MAY ATTEND AND VOTE?
Record Date
In accordance with the provisions of the Conditions, the date on which a person must be
registered as a Noteholder in the Register for the purposes of being entitled to attend and
vote at the Meeting will be the date of the Meeting.
Attending in person or by proxy
As the holder of Notes issued in the Issuer -
- you may attend the Meeting in person; or
- alternatively, you may appoint not more than one proxy to represent you at the
Meeting. If you intend on appointing a proxy, please complete the attached proxy form,
which forms part of this notice of Meeting, and return it in accordance with the
instructions contained in the proxy form. Failure to meet these requirements may
render the proxy form ineffective.
A proxy need not be a Noteholder in the Issuer.
Chairperson
The chairperson of the Meeting will be Ntombi Mphahlele, a duly authorised representative
of SuperDrive Investments Guarantor SPV (RF) Proprietary Limited.
Identification
All Noteholders will be required to provide reasonably satisfactory identification to the
chairperson of the Meeting in order to participate in and vote at the Meeting.
Voting
Voting will take place by way of a poll. Every Noteholder who is present in person and
produces proof acceptable to the chairperson of the meeting that he/she is a Noteholder
or is a Proxy, shall have one vote for each ZAR1,000,000 worth of the Principal Amount
Outstanding in respect of the Notes held by it or by the person for whom he/she acts as
Proxy. The joint holders of Notes shall have one vote on a poll for each ZAR1,000,000
2
worth of the Principal Amount Outstanding in respect of the Notes of which they are the
registered holder, and the vote may be exercised only by that holder present whose name
appears first in the Register, in the event that more than one of such joint holders is
present at the Meeting in person or by Proxy. The Noteholder in respect of Notes
represented by a Global Certificate shall vote at any such Meeting on behalf of the holders
of Beneficial Interests in such Notes in accordance with the instructions to the Central
Depository or its nominee from the holders of Beneficial Interests conveyed through the
settlement agents in accordance with the Applicable Procedures.
D. RESOLUTIONS
SPECIAL RESOLUTION 1: AMENDMENTS TO THE DEFINITION OF "EARLY
AMORTISATION EVENTS", UNDER THE SECTION OF THE PROGRAMME
MEMORANDUM ENTITLED "INTERPRETATION" AND UNDER THE SECTION OF THE
PROGRAMME MEMORANDUM ENTITLED "SUMMARY INFORMATION"
"RESOLVED AS A SPECIAL RESOLUTION THAT the definition of "Early Amortisation
Events", as set out in the section of the Programme Memorandum entitled "Interpretation"
and in the section of the Programme Memorandum entitled "Summary Information", be
and is hereby amended by the deletion of the definition in its entirety and the substitution
thereof with the following new definition, which amendments are for ease of reference
reflected hereunder by underlined text for insertions and strikethrough text for deletions –
"Early Amortisation Events" - the occurrence of any one or more of the following
events, as determined by the Administrator and/or the Guarantor SPV -
(a) the Administrator and the Servicer agree that the Programme should wind-
down prior to the Programme Termination Date;
(b) as at any Determination Date, a breach of a Portfolio Covenant and such
breach is not remedied by the Issuer within a period of 15 days of such
breach having occurred;
(c) as at any Determination Date, a breach of a Performance Covenant and such
breach is not remedied by the Issuer within a period of 15 days of such
breach having occurred;
(d) a Servicer Default occurs or the Servicer's appointment is terminated for
any reason whatsoever;
(e) an Event of Default occurs and an Enforcement Notice is delivered by the
Guarantor SPV;
(f) a failure by the Issuer to redeem any Tranche of Notes on the Scheduled
Maturity Date of such Tranche of Notes;
(g) a balance of more than ZAR5,000,000 or 5% of the Principal Amount
Outstanding of the Notes whichever is the greater, remains in the Asset
Purchase Ledger on two consecutive Payment Dates;
(h) failure by the Issuer to maintain the Reserve Fund at the Reserve Fund
Required Amount on two consecutive Payment Dates;
3
(i) a Hedge Counterparty Default occurs and no replacement Hedge
Counterparty is appointed by the second Payment Date following such
default; and or
(j) the Programme Wide Liquidity Facility Agreement is terminated and no
replacement Liquidity Facility Provider is appointed by the second Payment
Date following such termination,
provided that should the occurrence of any of the above events not result in an
Event of Default, and such event is capable of remedy within a further extended
period of time, the Guarantor SPV, in its discretion, may agree to extend the
remedy period, in relation to such event, by such further period as the Guarantor
SPV reasonably deems fit;"."
SPECIAL RESOLUTION 2: (i) AMENDMENT OF CONDITION 1.2.8.3 OF THE TERMS
AND CONDITIONS, (ii) AMENDMENT OF CONDITION 6.1.14 OF THE TERMS AND
CONDITIONS AND (iii) AMENDMENT TO THE PARAGRAPH ENTITLED "HEDGING
ARRANGEMENTS", UNDER THE SECTION OF THE PROGRAMME MEMORANDUM
HEADED "TRANSACTION SUMMARY"
(i) "RESOLVED AS A SPECIAL RESOLUTION THAT Condition 1.2.8.3 of the
Conditions, as set out in the section of the Programme Memorandum headed
"Terms and Conditions of the Notes", be and is hereby amended by the deletion of
Condition 1.2.8.3 in its entirety and the substitution thereof with the following new
Condition 1.2.8.3, which amendments are for ease of reference reflected hereunder
by underlined text for insertions and strikethrough text for deletions –
"1.2.8.3 to the extent necessary, the Issuer and the Hedge Counterparty
have signed or will sign a confirmation under the Hedging
Agreements in force and effect so as to ensure that the interest
received on thethose Participating Assets which are equal to the
value of the Principal Amount Outstanding of Notes in issue on such
Issue Date will be swapped out into an interest rate that is linked
to a JIBAR Rate; and"."
(ii) "RESOLVED AS A SPECIAL RESOLUTION THAT Condition 6.1.14 of the
Conditions, as set out in the section of the Programme Memorandum headed
"Terms and Conditions of the Notes", be and is hereby amended by the deletion
of Condition 6.1.14 in its entirety and the substitution thereof with the following
new Condition 6.1.14, which amendments are for ease of reference reflected
hereunder by underlined text for insertions and strikethrough text for deletions –
"6.1.14 ensure that all prime linked assets which are equal to the value of
the IssuerPrincipal Amount Outstanding of the Notes in issue on
such Issue Date will be hedged into JIBAR Rate linked assets;"."
(iii) "RESOLVED AS A SPECIAL RESOLUTION THAT the wording of the paragraph
headed "Hedging Arrangements", as set out in the section of the Programme
Memorandum entitled "Transaction Summary", be and is hereby amended by the
deletion of the paragraph in its entirety and the substitution thereof with the
following new paragraph, which amendments are for ease of reference reflected
hereunder by underlined text for insertions and strikethrough text for deletions –
4
"Hedging Arrangements
The Issuer will enter into a Hedging Agreement with the Hedge Counterparty
from time to time in terms of which, inter alia, the Issuer will hedge any
interest rate risk or basis risk of the Issuer. The Issuer has undertaken in
terms of Condition 6.1.16 to ensure that for so long as any Notes are
outstanding, that all prime linked assets which are equal to the value of the
Principal Amount Outstanding of the Notes in issue on such Issue Date will be
hedged into JIBAR Rate linked assets. In accordance with the definition of
Early Amortisation Event, failure to maintain such Hedging Agreement may
result in an Early Amortisation Event."."
SPECIAL RESOLUTION 3: INCLUSION OF AN ADDITIONAL ISSUER UNDERTAKING
IN THE TERMS AND CONDITIONS
"RESOLVED AS A SPECIAL RESOLUTION THAT Condition 6 of the Conditions, as set
out in the section of the Programme Memorandum headed "Terms and Conditions of the
Notes", be and is hereby amended by the inclusion of an additional Condition 6.1.15 in
relation to cash sweeps, which Condition will read as follows, which amendments are for
ease of reference reflected hereunder by underlined text for such insertion –
"6.1.15 Cash Sweeps
procure that the Servicer shall ensure that all monies received from
Obligors in relation to the Participating Assets are forthwith
deposited into the Servicer's Collection Account and, at least every
30 days or at the end of the Business Day preceding a Payment
Date, all monies in relation to the Participating Assets are
transferred into the Transaction Account."."
SPECIAL RESOLUTION 4: AMENDMENT TO THE "ELIGIBILITY CRITERIA FOR
CLASSIFICATION OF PARTICIPATING ASSETS", AS DESCRIBED IN THE SECTION
OF THE PROGRAMME MEMORANDUM ENTITLED "DESCRIPTION OF PORTFOLIO
OF PARTICIPATING ASSETS"
"RESOLVED AS A SPECIAL RESOLUTION THAT the wording of the "Eligibility Criteria
for classification of Participating Assets", as set out in the section of the Programme
Memorandum entitled "Description of Portfolio of Participating Assets", be and is hereby
amended by the deletion of paragraph 1(f) in its entirety and the substitution thereof with
the following new paragraph 1(f), which amendments are for ease of reference reflected
hereunder by underlined text for insertions and strikethrough text for deletions –
"1(f) be for an aggregate amount currently owing not exceeding
ZAR850ZAR1,250,000;"."
SPECIAL RESOLUTION 5: AMENDMENT TO "THE PORTFOLIO COVENANTS IN
RELATION TO PARTICIPATING ASSETS", AS DESCRIBED IN THE SECTION OF THE
PROGRAMME MEMORANDUM ENTITLED "DESCRIPTION OF PORTFOLIO OF
PARTICIPATING ASSETS"
"RESOLVED AS A SPECIAL RESOLUTION THAT the wording of "Portfolio Covenants in
relation to Participating Assets", as set out in the section of the Programme Memorandum
entitled "Description of Portfolio of Participating Assets", be and is hereby amended by, –
5
1 the deletion of paragraph 2.1.2 in its entirety and the replacement thereof with the
following new paragraph 2.1.2, which amendments are for ease of reference reflected
hereunder by underlined text for insertions and strikethrough text for deletions –
"2.1.2 not more than 45%50% of the Pool of Participating Assets measured by
current balance may be Used vehicles;";"
2 the deletion of paragraph 2.1.6 in its entirety and the substitution thereof with the
following new paragraph 2.1.6, which amendments are for ease of reference reflected
hereunder by underlined text for insertions and strikethrough text for deletions –
"2.1.6 a single Obligor exposure shall not be more than ZAR2,500,000,000;"."
and
3 the inclusion of an additional paragraph 2.1.8, which paragraph will read as follows,
which amendments are for ease of reference reflected hereunder by underlined text
for such insertion –
"2.1.8 Instalment Sale Agreements with residual value guarantees under the
Pool of Participating Assets –
2.1.8.1 may not, when measured by current balances, be greater
than 15%, provided that this amount may increase by
increments of 5% per annum only for the three immediately
succeeding financial years, following the anniversary of the
issue of this Amended and Restated Programme
Memorandum;
2.1.8.2 have a minimum remaining term of 18 months or more; and
2.1.8.3 the maximum balloon payment (if any) due by an Obligor is
equal to or less than 70% of the value of the relevant
Instalment Sale Asset at the time of origination,
notwithstanding the provisions of 1.1.13 above;"."
SPECIAL RESOLUTION 6: AMENDMENT OF THE PROGRAMME MEMORANDUM
Subject to the passing of the Special Resolutions 1 to 5 (both inclusive) above as well as
the passing of the resolution, upon a poll, by a majority consisting of more than two-thirds
of the votes cast at such a poll by the Noteholders of all of the Notes, present in person or
by proxy, the Issuer be and is authorised to issue an Amended and Restated Programme
Memorandum to reflect, inter alia, the amendments as set out in Special Resolutions 1 to
5 (both inclusive).
GENERAL
Notice of the proposed amendments pursuant to Special Resolutions 1 to 6 (both inclusive)
have been provided to the Rating Agency, and the Rating Agency has not notified the
Issuer that the proposed amendments will have an adverse effect on the current rating of
the Notes.
The percentage of voting rights required for each of the above Special Resolutions, set out
in 1 to 6 respectively, to be adopted by way of a poll shall be a majority consisting of more
than two-thirds of the votes of all Noteholders given on such poll.
6
EFFECTIVE DATE
The Special Resolution shall be effective from the date of its passing.
By order of the board of the Company.
7
ANNEXURE A - FORM OF PROXY
SUPERDRIVE INVESTMENTS (RF) LIMITED
(Registration Number 2011/000895/06)
(the "Issuer")
MEETING OF THE HOLDERS OF ALL OF THE NOTES ISSUED UNDER
ZAR10,000,000,000 ASSET BACKED DOMESTIC MEDIUM TERM NOTE
PROGRAMME OF THE ISSUER
FORM OF PROXY
For use by the holders of the Notes, at a meeting of all the holders of all of the Notes
issued by the Issuer under its ZAR10,000,000,000 asset backed domestic medium term
note programme, to be held at 14:00 on 29 July 2019, at the offices of TMF Corporate
Services South Africa Proprietary Limited, at 1st Floor, Building 15, Woodlands Office
Park, 20 Woodlands Drive, Woodmead, 2191 (the "Meeting").
Defined terms used in this proxy form shall have the meanings given to them in the notice
of a meeting of the holders of all of the Notes issued under the ZAR10,000,000,000 asset
backed domestic medium term note programme of the Issuer, to which this proxy form is
attached.
I/We _______________________________________
being the holder/s of ZAR_____________Notes, appoint -
1. …………………………………………………………………………………………………….. or, failing him,
2. the chairperson of the Meeting,
to attend and participate in the Meeting and to speak and vote or abstain from voting for
me/us in respect of the Notes registered in my/our name(s) and to act as my/our proxy
and on my/our behalf at the Meeting which will be held for the purpose of considering, and
if deemed fit, passing, with or without modification, the resolutions to be proposed thereat,
and at any adjournment thereof.
My/our proxy is authorised to vote in respect of the Notes registered in my/our name,
bearing the Stock Code(s) -
1. ____________________________________;
2. ____________________________________;
3. ____________________________________;
4. ____________________________________;
5. ____________________________________,
in accordance with the following instruction.
8
Number of Votes
For Against Abstain
Special Resolution 1: Amendments to the
definition of "Early Amortisation Events",
under the section of the Programme
Memorandum entitled "Interpretation" and
under the section of the Programme
Memorandum entitled "Summary
Information"
Special Resolution 2: (i) Amendment of
Condition 1.2.8.3 of the Terms and
Conditions, (ii) Amendment of Condition
6.1.14 of the Terms and Conditions and
(iii) Amendment to the paragraph entitled
"Hedging Arrangements", under the section
of the Programme Memorandum headed
"Transaction Summary"
Special Resolution 3: Inclusion of an
Additional Issuer Undertaking in the Terms
and Conditions
Special Resolution 4: Amendment to the
"Eligibility Criteria For Classification of
Participating Assets", as described in the
section of the Programme Memorandum
entitled "Description of Portfolio of
Participating Assets"
Special Resolution 5: Amendment to "The
Portfolio Covenants in relation to
Participating Assets", as described in the
section of the Programme Memorandum
entitled "Description of Portfolio of
Participating Assets"
Special Resolution 6: Amendment of the
Programme Memorandum
Signed at on ________________2019
__________________________
Name:
duly authorised thereto
9
Johannesburg
5 July 2019
Transactional Debt Sponsor
The Standard Bank of South Africa Limited, acting through its Corporate and Investment
Banking division
Debt Sponsor
Merchantec Capital
10
Date: 08/07/2019 09:08:00 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.
