| Tue 5 Sep 2023, 9:04 | | Notice of Noteholder Meeting - Bayport Securitisation (RF) Limited |
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Notice of Noteholder Meeting - Bayport Securitisation (RF) Limited
BAYPORT SECURITISATION (RF) LTD
(Incorporated with limited liability in the Republic of South Africa
under Registration Number 2008/003557/06)
(the "Issuer")
To: Strate Proprietary Limited
E-mail: cdadmin@strate.co.za
The Marc, Tower 1
129 Rivonia Road
Sandown
Sandton, 2196
Date: 4 September 2023
NOTICE OF NOTEHOLDER MEETING
1 NOTICE
NOTICE IS HEREBY GIVEN to all Noteholders registered in the register of the Issuer as at
4 September 2023 that a meeting ("Meeting") of Noteholders of the Issuer ("Noteholders") will
be held on 27 September 2023 at 10:00am at 3 Alice Lane, Sandton, 2196, South Africa.
Noteholders or their proxies may, at their own expense and using their own facilities, participate
in the Meeting by way of telephone conference call and, if they wish to do so must contact the
company secretary (by e-mail at the address suzette.rheeder@bayport.co.za) by no later than
10:00am on 26 September 2023 in order to obtain a pin number and dial-in details for that
conference call.
2 WHO MAY ATTEND AND VOTE?
The date on which a person must be registered as a Noteholder in the register of the Issuer for
purposes of being entitled to attend and vote at the Meeting is the date of the Meeting ("Record
Date").
If you are a registered Noteholder as at the Record Date - 22 September 2023
- you may attend the Meeting in person; or
- alternatively, you may appoint one or more proxies to represent you at the Meeting. Any
appointment of a proxy -
(i) may be effected by using the proxy form attached as Annexure 1 hereto; and
(ii) must be delivered in accordance with the instructions contained in the attached
proxy form.
A proxy need not be a Noteholder of the Issuer.
All Meeting participants will be required to provide identification reasonably satisfactory to the
chairperson of the Meeting.
3 INTRODUCTION
3.1 On 20 May 2011, Bayport Securitisation (RF) LTD (the "Issuer") established an Asset-
Backed Note Programme (the "Programme") pursuant to a programme memorandum
dated 20 May 2011 as supplemented by the supplements thereto dated
22 September 2011, 25 April 2012, 31 July 2012, 28 June 2013, 10 September 2013, 23
May 2014 and 24 August 2016. With effect from 28 June 2013, the nominal amount of the
Programme was increased from R4,400,000,000.00 to R10,000,000,000.00.
3.2 The aforementioned supplements to the programme memorandum were subsequently
consolidated and incorporated into an amended and restated programme memorandum
dated 13 April 2017 (the "Programme Memorandum").
3.3 The Issuer now wishes to further amend the Programme Memorandum in order to
(i) amend certain Financial Covenants; (ii) make provision for an additional cash reserve;
and (iii) make certain consequential changes. The proposed amendments are set out in
the First Supplement attached as Annexure 2 hereto ("the Supplement").
3.4 As the amendments to the Programme Memorandum will also require consequential
amendments to the Security Trust Deed, the Issuer also seeks consent for the amendment
of the Security Trust Deed to incorporate the applicable amendments.
3.5 Capitalised terms used in this Notice shall, unless otherwise defined herein, bear the
meanings ascribed to such terms in the section of the Programme Memorandum headed
"Glossary of Definitions".
4 PURPOSE OF THE MEETING
The purpose of the Meeting is to consider and, if deemed fit, to pass, with or without modification,
the following special resolutions, -
4.1 Special Resolution No. 1 – Amendment of the Programme Memorandum
RESOLVED THAT consent be, and it is hereby, given for the amendment of the
Programme Memorandum by the adoption of the First Supplement attached as Annexure
2 to this Notice.
The purpose and effect of Special Resolution No. 1 is to amend the Programme
Memorandum in order to (i) amend certain Financial Covenants; (ii) make provision for an
additional cash reserve; (iii) make certain consequential changes; and (iv) amend the
approvals required for the amendment of the Terms and Conditions of a Class of Notes.
The reason for the amendment of the Financial Covenants and the introduction of the
additional cash reserve is to enhance the covenant and reserve levels to reflect the
improved credit quality of the underlying portfolio. The reason for the amendment to the
required approvals for amending the Terms and Conditions of a Class of Notes is to align
the approvals required in the Programme Memorandum with the approvals required in the
Security Trust Deed.
In order to be adopted, Special Resolution No. 1 requires the affirmative vote of 75% of the
votes cast on the resolution by Noteholders present in person or by proxy.
4.2 Special Resolution No. 2 – Amendment of the Security Trust Deed
RESOLVED THAT, subject to the passing of Special Resolution No. 1, consent be, and it
is hereby, given for the amendment of the Security Trust Deed by the execution of the draft
Addendum attached as Annexure 3 to this Notice.
The purpose and effect of Special Resolution No. 2 is to make consequential amendments
to the Security Trust Deed in order to reflect the changes made to the Programme
Memorandum pursuant to the passing of Special Resolution 1 and to amend the minimum
voting requirements under the Security Trust Deed for purposes of changing the terms and
conditions applicable to a particular Class of Notes to align with the minimum Noteholder
approval requirement in the Programme Memorandum (i.e. the support of Noteholders
holding not less than 66.67% of the outstanding principal of that Class of Notes).
In order to be adopted, Special Resolution No. 2 requires the affirmative vote of 75% of the
votes cast on the resolution by Noteholders present in person or by proxy.
4.3 For purposes of Special Resolution No. 1 and Special Resolution No. 2, each Noteholder,
or their proxy, will be entitled to vote as follows:
4.3.1 10 votes for each Class A Note of which they are the registered holder or
representative;
4.3.2 two votes for each Class B Note of which they are the registered holder or
representative;
4.3.3 one and a half votes for each Class C Note of which they are the registered holder or
representative; and
4.3.4 one vote for each Class D Note of which they are the registered holder or
representative.
On behalf of the board of directors of the Issuer
For: Bayport Securitisation (RF) Limited
1 September 2023
Annexure 1
BAYPORT SECURITISATION (RF) LIMITED
(Incorporated with limited liability in the Republic of South Africa under Registration Number
2008/003557/06)
(the "Issuer")
PROXY FORM
This proxy form relates to the Noteholders meeting to be held on 27 September 2023 at
10:00am at 3 Alice Lane, Sandton, 2196, South Africa ("Meeting") and is for use by Noteholders
whose Notes are registered in their own names on the date of the Meeting ("Record Date")
(see note 1). Defined terms used in this proxy form have the meanings given to them in the
notice of meeting to which this proxy form is attached ("Notice"). Please print clearly when
completing this proxy form. The instructions and notes explaining how to use this proxy form
appear at the end of this proxy form.
I/We (insert name)
of (insert address)
being a Noteholder of the Issuer and being the registered owner/s of
(insert number) (insert class)
Notes issued by the Issuer (see note 2) hereby appoint
or, failing him/her
or, failing him/her
or failing him/her, the chairperson of the Meeting (see note 3) to attend and participate in the Meeting
and to speak and vote or abstain from voting for me/us and on my/our behalf in respect of all matters
arising (including any poll and all resolutions put to the Meeting) at the Meeting, even if the Meeting
is postponed, and at any resumption thereof after any adjournment. My/Our proxy shall vote as
follows : (Indicate with a cross how you wish your votes to be cast - see note 5.)
In favour Against Abstain
Resolution
of
Special resolution No. 1 (Consent for the
amendment of the Programme Memorandum)
Special resolution No. 2 (Consent for the
amendment of the Security Trust Deed)
Dated this ________ day of ______________________
Signature _______________________________________________________ (see note 6)
INSTRUCTIONS AND NOTES TO PROXY FORM
1 This proxy form is for use by registered Noteholders who wish to appoint another person (a proxy) to
represent them at the Meeting. If duly authorised, companies and other corporate bodies who are registered
Noteholders may appoint a proxy using this form, or may appoint a representative in accordance with note 11
below.
It is recommended that this proxy form be completed and returned to the Issuer so as to reach it by no later
than 48 hours before the time designated for the Meeting. This proxy form must, in any event, be delivered
to the Issuer, or to the chairperson of the Meeting, before the proxy exercises any rights of the Shareholder
at the Meeting.
This proxy form may be delivered to the Issuer at 3 Alice Lane, Sandton, 2196, South Africa or may, at
the risk of the Noteholder, be posted to the Issuer at 3 Alice Lane, Sandton, 2196, South Africa, emailed
to jarrydl@bayportfinance.com or may be handed to the chairperson of the Meeting.
2 This proxy form shall apply to all of the Notes registered in the name of the Noteholder who signs this proxy
form at the Record Date (and all of the votes associated with those Notes) unless a lesser number of Notes
is inserted.
3 A Noteholder may appoint a proxy of their own choice by inserting the name of such proxy and, if so desired,
the name of an alternative proxy, in the space provided. Any such proxy need not also be a Noteholder. If
the name of the proxy is not inserted, the chairperson of the Meeting will be appointed as proxy. If more than
one name is inserted, then the person whose name appears first on the form of proxy and who is present at
the Meeting will be entitled to act as proxy to the exclusion of any persons whose names follow.
4 The proxy appointed in this proxy form may delegate the authority given to them in this proxy form by
delivering to the Issuer, in the manner required by these instructions, a further proxy form which has been
completed in a manner consistent with the authority given to the proxy in this proxy form.
5 If -
5.1 a Noteholder does not indicate on this proxy form that the proxy is to vote in favour of or against or to
abstain from voting on any resolution; or
5.2 the Noteholder gives contradictory instructions in relation to any matter; or
5.3 any additional resolution/s are properly put before the Meeting; or
5.4 any resolution listed in the proxy form is modified or amended,
then the proxy shall be entitled to vote or abstain from voting, as they think fit, in relation to that resolution or
matter. If, however, the Noteholder has provided further written instructions which accompany this proxy
form and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred
to in notes 5.1 to 5.4, then the proxy shall comply with those instructions.
6 This proxy form must be dated and signed by the Noteholder appointing the proxy. If this proxy form (or any
instrument revoking a proxy appointment) is signed by a person on behalf of the Noteholder, whether in
terms of a power of attorney or otherwise, then this proxy form (or the revocation instrument, as the case
may be) must be accompanied by a certified copy of the authority given by the Noteholder to the signatory,
unless the Issuer has already received a certified copy of that authority.
7 A minor must be assisted by their parent or guardian unless the relevant documents establishing their legal
capacity are produced or have been lodged with the Issuer.
8 The chairperson of the Meeting may, in their discretion, accept or reject any proxy form or other written
appointment of a proxy which is received by the chairperson prior to the time when the Meeting deals with a
resolution or matter to which the appointment of the proxy relates, even if that appointment of a proxy does
not comply and/or has not been received in accordance with these instructions. However, the chairperson
shall not accept any such appointment of a proxy unless the chairperson is satisfied that it reflects the
intention of the Noteholder appointing the proxy.
9 Any alterations made in this form of proxy must be initialled by the authorised signatory/ies.
10 All notices which a Noteholder is entitled to receive in relation to the Issuer shall continue to be sent to that
Noteholder and shall not be sent to the proxy, unless that Noteholder has directed the Issuer in writing to
send such notices to the proxy and that Noteholder has paid any reasonable fee charged by the Issuer for
doing so.
11 If duly authorised, companies and other corporate bodies that are Noteholders having Notes registered in
their own names may, instead of completing this proxy form, appoint a representative to represent them and
exercise all of their rights at the Meeting by giving written notice of the appointment of the representative to
the Issuer. The notice must be accompanied by a duly certified copy of the resolution/s or other authorities
in terms of which the representative is appointed. It is requested that the notice be delivered to the Issuer in
any of the manners contemplated in Note 1 above for delivery of a proxy form so as to reach it no later than
48 hours before the designated time for the Meeting or it may be handed to the chairperson of the Meeting.
Annexure 2
BAYPORT SECURITISATION (RF) LTD
(Incorporated with limited liability in the Republic of South Africa under Registration Number
M2008/003557/06)
ZAR10,000,000,000 ASSET BACKED NOTE PROGRAMME
FIRST SUPPLEMENT TO THE PROGRAMME MEMORANDUM
This first supplement ("Supplement") to the amended and restated programme memorandum
dated 13 April 2017 ("Programme Memorandum") is published for the purposes of setting
out the amendments to the Programme Memorandum. This Supplement is supplemental to,
and should be read in conjunction with, the Programme Memorandum.
The Issuer accepts full responsibility for the information contained in the Programme
Memorandum as amended by this Supplement. To the best of the knowledge and belief of the
Issuer (who has taken all reasonable care to ensure that such is the case) the information
contained in the Programme Memorandum (as amended by this Supplement) is in accordance
with the facts and does not omit anything likely to affect the import of such information.
• The JSE takes no responsibility for the contents of the Programme Memorandum (as
amended by this Supplement) and/or the annual financial statements and/or the
Applicable Pricing Supplements and any amendments or supplements to the
aforementioned documents. The JSE makes no representation as to the accuracy or
completeness of the Programme Memorandum (as amended by this Supplement) and/or
the annual financial statements and/or the Applicable Pricing Supplements, and any
amendments or supplements to the aforementioned documents and expressly disclaims
any liability for any loss arising from or in reliance upon the whole or any part of the
aforementioned document.
• The JSE's approval of the registration of the Programme Memorandum (as amended by
this Supplement) and listing of the debt securities is not to be taken in any way as an
indication of the merits of the Issuer or of the debt securities and that, to the extent
permitted by law, the JSE will not be liable for any claim whatsoever.
The Issuer certifies that, to the best of its knowledge and belief, there are no facts that have
been omitted which would make any statements in the Programme Memorandum (as
amended by this Supplement) and/or the annual financial statements and/or the Applicable
Pricing Supplements false or misleading and that all reasonable enquiries to ascertain such
facts have been made and that the Programme Memorandum (as amended by this
Supplement) contains all information required by law and the JSE Debt Listings Requirements.
The Issuer accepts full responsibility for the accuracy of the information contained in the
Programme Memorandum (as amended by this Supplement) and/or the annual financial
statements and/or the Applicable Pricing Supplements and any amendments or supplements
to the aforementioned documents except as otherwise stated herein.
Information contained in the Programme Memorandum (as amended by this Supplement) with
respect to BFS, the Security Trust and the other parties to the Transaction Documents has
been obtained from each of them for information purposes only. The delivery of the
Programme Memorandum (as amended by this Supplement) shall not create any implication
that there has been no change in the affairs of BFS, the Security Trust or the other parties to
the Transaction Documents since the date hereof or that the information contained or referred
to herein is correct as at any time subsequent to its date.
None of the Arranger, the Dealer or any of their Affiliates, the Sponsor, other professional
advisers or the JSE has separately verified the information contained in the Programme
Memorandum (as amended by this Supplement). Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility is accepted by the Arranger
and the Dealer or their Affiliates, the Sponsor, other professional advisers or the JSE as to the
accuracy or completeness of the information contained in the Programme Memorandum (as
amended by this Supplement) or any other information provided by the Issuer. The Arranger
and the Dealer and their Affiliates, the Sponsor, other professional advisers or the JSE do not
accept any liability in relation to the information contained in the Programme Memorandum
(as amended by this Supplement) or any other information provided by the Issuer in
connection with the Programme.
No person has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with the Programme Memorandum (as
amended by this Supplement) or any other document entered into in relation to the
Programme or any other information supplied by the Issuer in connection with the Programme
and, if given or made, such information or representation must not be relied upon as having
been authorised by the Issuer, the Arranger and the Dealer or their Affiliates, the Sponsor,
other professional advisers or the JSE.
Neither the Programme Memorandum (as amended by this Supplement) nor any other
information supplied in connection with the Programme is intended to provide a basis for any
credit or other evaluation, or should be considered as a recommendation by the Issuer, the
Arranger and the Dealer or their Affiliates, the Sponsor, other professional advisers or the JSE
that any recipient of the Programme Memorandum or any other information supplied in
connection with the Programme should subscribe for, or purchase, any Notes.
Each person contemplating the subscription for, or purchase of, any Notes should determine
for itself the relevance of the information contained in the Programme Memorandum (as
amended by this Supplement) and should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and
its subscription for, or purchase of, Notes should be based upon any such investigation as it
deems necessary. Neither the Programme Memorandum (as amended by this Supplement)
nor any Applicable Pricing Supplement nor any other information supplied in connection with
the Programme constitutes an offer or invitation by or on behalf of the Issuer, the Arranger
and the Dealer or their Affiliates, the Sponsor, other professional advisers or the JSE to any
person to subscribe for or to purchase any Notes.
Neither the delivery of the Programme Memorandum (as amended by this Supplement) nor
any Applicable Pricing Supplement nor the offering, sale or delivery of any Note shall at any
time imply that the information contained herein is correct at any time subsequent to the date
hereof or that any other financial statements or other information supplied in connection with
the Programme is correct at any time subsequent to the date indicated in the document
containing the same. The Arranger and the Dealer and their Affiliates, the Sponsor, other
professional advisers and the JSE expressly do not undertake to review the financial condition
or affairs of the Issuer during the life of the Programme. Investors should review, inter alia, the
most recent financial statements, if any, of the Issuer when deciding whether or not to
subscribe for, or purchase, any Notes.
Neither the Programme Memorandum (as amended by this Supplement) nor any Applicable
Pricing Supplement constitutes an offer to sell or the solicitation of an offer to buy or an
invitation to subscribe for or purchase any Notes. The distribution of the Programme
Memorandum (as amended by this Supplement) and any Applicable Pricing Supplement and
the issue, sale or offer of Notes may be restricted by law in certain jurisdictions. Persons into
whose possession the Programme Memorandum (as amended by this Supplement) or any
Applicable Pricing Supplement or any Notes come are required by the Issuer, the Arranger
and the Dealer and their respective Affiliates, the Sponsor, other professional advisers and
the JSE to inform themselves about, and observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Notes and on the distribution of the
Programme Memorandum (as amended by this Supplement) or any Applicable Pricing
Supplement and other offering materially relating to the Notes, see the section of the
Programme Memorandum headed “Subscription and Sale”.
The terms of the Programme Memorandum (as amended by this Supplement), if sent to
persons resident in jurisdictions outside South Africa, may be affected by the laws of the
relevant jurisdiction. Such persons should inform themselves about and observe any
applicable legal requirements. It is the responsibility of any such person wishing to subscribe
for the Notes to satisfy himself as to the full observance of the laws of the relevant jurisdiction
therewith. If and to the extent that the Programme Memorandum (as amended by this
Supplement) is illegal in any jurisdiction, it is not made in such jurisdiction and this document
is sent to persons in such jurisdiction for information purposes only.
None of the Issuer, the Arranger and the Dealer or their Affiliates, the Sponsor, other
professional advisers nor the JSE represents that the Programme Memorandum (as amended
by this Supplement) may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assumes any responsibility for facilitating
any such distribution or offering. In particular, no action has been taken by the Issuer, the
Arranger and the Dealer or their Affiliates, the Sponsor, other professional advisers or the JSE
which would permit a public offering of any Notes or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or
sold, directly or indirectly, and neither the Programme Memorandum (as amended by this
Supplement) nor any advertisement nor other offering material may be distributed or published
in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. The Dealer has represented that all offers and sales by them
will be made in compliance with these restrictions.
The Notes have not been and will not be registered under the United States Securities
Act, 1933 (as amended) (the “Securities Act”). Notes may not be offered, sold or
delivered within the United States or to U.S. persons except in accordance with
Regulation S under the Securities Act.
The Programme Memorandum (as amended by this Supplement) has been prepared on
the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of
Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State) will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Notes. Accordingly
any person making or intending to make an offer in that Relevant Member State of Notes
under the Programme Memorandum (amended by this Supplement) as completed by
an Applicable Pricing Supplement in relation to the offer of those Notes may only do so
(i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation
to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in that Relevant Member
State and (in either case) published, all in accordance with the Prospectus Directive,
provided that any such prospectus has subsequently been completed by final terms
which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State, such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or
final terms, as applicable, and the Issuer has consented in writing to its use for the
purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither
the Issuer nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Issuer or any
Dealer to publish or supplement a prospectus for such offer. The expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including
the 2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member State
and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
In connection with the issue and distribution of any Tranche of Notes under the
Programme, the Dealer, if any, that is specified in the Applicable Pricing Supplement
as the Stabilising Manager (or any person acting for the Stabilising Manager) may, if
specified in that Applicable Pricing Supplement and only if such stabilising is permitted
by the JSE Debt Listings Requirements and in accordance with the Financial Markets
Act and approved by the JSE, over-allot or effect transactions with a view to supporting
the market price of the Notes at a level higher than that which might otherwise prevail
for a limited period. However, there may be no obligation on the Stabilising Manager
(or any agent of the Stabilising Manager) to do this. Such stabilising, if commenced,
may be discontinued at any time and must be brought to an end after a limited period.
Such stabilising shall be in compliance with all applicable laws, regulations and rules.
Save for the Notes which were issued on the date of the previous programme memorandum,
the price/yield and amount of a Tranche of Notes to be issued under the Programme will be
determined by the Issuer and the Relevant Dealer(s) at the time of issue in accordance with
prevailing market conditions.
References in the Programme Memorandum (as amended by this Supplement) to “Rands”
are to the lawful currency for the time being of South Africa.
Where any term is defined within the context of any particular clause or section in the
Programme Memorandum (as amended by this Supplement), the term so defined, unless it is
clear from the clause or section in question that the term so defined has limited application to
the relevant clause or section, shall bear the meaning ascribed to it for all purposes in the
Programme Memorandum (as amended by this Supplement), unless qualified by the terms
and conditions of any particular Tranches of Notes (as defined in the Terms and Conditions)
as set out in the Applicable Pricing Supplement or unless the context otherwise requires.
TABLE OF CONTENTS
AMENDMENT TO THE SECTION OF THE PROGRAMME MEMORANDUM ENTITLED
"GLOSSARY OF DEFINITIONS"………………………………………………………………….6
AMENDMENT TO CONDITION 18.2.3……………………………………………………………7
REDESIGNATION OF APPENDIX 3 TO THE PROGRAMME MEMORANDUM AS
APPENDIX 3A ENTITLED "GENERAL ARREARS RESERVE FORMULA"………………..7
INSERTION OF A NEW APPENDIX 3B TO THE PROGRAMME MEMORANDUM
ENTITLED "CAS ARREARS RESERVE
FORMULA"…………………………………………………………………………………………..8
5
AMENDMENT TO THE SECTION OF THE PROGRAMME MEMORANDUM ENTITLED
"GLOSSARY OF DEFINITIONS"
1 The defined term "Arrears Reserve" is amended to read as follows :
"Arrears Reserve" the General Arrears Reserve or the CAS Arrears
Reserve, as the context may require;
2 A new defined term "CAS Arrears Reserve" is inserted as follows :
"CAS Arrears Reserve" a cash reserve to be established and maintained
by the Issuer calculated in accordance with the
formula set out in Appendix 3B;
3 A new defined term "General Arrears Reserve" is inserted as follows :
"General Arrears Reserve" a cash reserve to be established and maintained
by the Issuer calculated in accordance with the
formula set out in Appendix 3A;
4 In relation to the Financial Covenants, -
4.1 the Senior Debt Interest Cover Ratio (at clause 3.70.2 of the Glossary of Definitions)
is amended from 3.50 times to 3.0 times;
4.2 the ratio of Senior Debt to Net Qualifying Asset Value (at clause 3.70.3 of the
Glossary of Definitions) is amended from not more than 70% to not more than
72.5%;
4.3 the Bad and Doubtful Debt Ratio (at clause 3.70.4 of the Glossary of Definitions) is
amended from 17.5% of the value of the Portfolio during any 12 month rolling
period to 15% of the value of the Portfolio during any 12 month rolling period,
such that the definition of "Financial Covenants" (as amended by this Supplement)
reads as follows:
"3.70 "Financial Covenants" the financial covenants to be maintained by the
Issuer as follows -
3.70.1 a Senior Debt Cashflow Cover Ratio of not less
than 1,50 times;
3.70.2 a Senior Debt Interest Cover Ratio of not less
than 3,0 times;
3.70.3 a ratio of Senior Debt to Net Qualifying Asset
Value of not more than 72.5%;
3.70.4 a Bad and Doubtful Debt Ratio not exceeding
15% of the value of the Portfolio during any 12
month rolling period;
3.70.5 Equity invested in the Issuer by the Originator
with an aggregate value of not less than:
3.70.5.1 18% of the Portfolio, in respect of the period
ending 30 June 2011;
3.70.5.2 19% of the Portfolio, in respect of the period
from 1 July 2011 to 30 September 2012;
3.70.5.3 20% of the Portfolio, in respect of the period
from 1 October 2012;
3.70.5.4 22.5% of the Portfolio, in respect of the
period from 31 January 2016;
3.70.6 the Liquidity Reserve of R250 million in respect of
the period from 31 January 2016;".
5 Condition 18.2.3 is amended to read as follows :
"18.2.3 if the Terms and Conditions of a particular Class of Notes is to be modified,
altered, varied, added to or abrogated, the prior written consent of a Special
Majority of that Class of Noteholders or the prior approval of a Special
Resolution of that Class of Noteholders, provided that any such Special
Resolution is supported by Noteholders holding not less than 66.67% of the
Outstanding Principal Amount of that Class of Notes."
6 In relation to Appendix 3 to the Programme Memorandum :
AMENDMENT TO APPENDIX 3 TO THE PROGRAMME MEMORANDUM
Appendix 3 (ARREARS CASH RESERVE) to the Programme Memorandum is re-designated
as "Appendix 3A (GENERAL ARREARS CASH RESERVE)";
INSERTION OF A NEW APPENDIX 3B TO THE PROGRAMME MEMORANDUM
ENTITLED "CAS ARREARS RESERVE FORMULA"
An additional Appendix 3B (CAS Arrears Reserve Formula) to the Programme Memorandum
is inserted as follows :
Appendix 3B
CAS ARREARS RESERVE FORMULA
“CAS Arrears Reserve” means a cash reserve to be established and maintained by the Issuer
calculated in accordance with the formula set out as follows:
CAS Arrears Reserve required amount = ResPerc x CAS OBALport
Where:
ResPerc = such percentage as determined below
CAS OBALport = the outstanding balance of the CAS Portfolio net of any applicable provisions as at
the Measurement Date.
“Point of Seasoning” means, as at the Measurement Date, the sum of the Weight Adjusted
Seasoning in respect of all outstanding Qualifying CAS Loan Agreements, rounded to the nearest
month;
Where :
“Weight Adjusted Seasoning” means, in respect of each Qualifying CAS Loan Agreement, an
amount determined as the corresponding Portfolio Percentage of the Current Seasoning in respect of
that Qualifying CAS Loan Agreement;
“Portfolio Percentage” means, in respect of each Qualifying CAS Loan Agreement, the Outstanding
Balance of that Qualifying CAS Loan Agreement expressed as a percentage of the aggregate
Outstanding Balance of the CAS Portfolio;
"Qualifying CAS Loan Agreement" means a Qualifying Loan Agreement in respect of which the
collections are effected via a salary deduction;
“CAS Portfolio” means those Qualifying Loan Agreements within the Portfolio that constitute
Qualifying CAS Loan Agreements;
“Current Seasoning” means, in respect of each Qualifying CAS Loan Agreement, the number of
months that have elapsed since the origination of that Qualifying CAS Loan Agreement, otherwise
known as “months on book”.
“Average NPL Vintage” means the weighted average NPL Vintage of the CAS Portfolio, calculated
as the sum of the Weight Adjusted NPL Vintages as at the Point of Seasoning.
Where :
“Weight Adjusted NPL Vintage” means, in respect of each Month of Origination, the MoB
Percentage multiplied by the corresponding NPL Vintage as at the Point of Seasoning in respect of all
outstanding Qualifying CAS Loan Agreements originated during that Month of Origination;
“Month of Origination” means, in respect of each Qualifying CAS Loan Agreement, the calendar
month during which that Qualifying CAS Loan Agreement was originated;
“MoB Percentage” means, in respect of each Month of Origination, the outstanding balance as at the
Point of Seasoning of the Qualifying CAS Loan Agreements originated during that Month of
Origination, expressed as a percentage of the aggregate outstanding balance of all Qualifying CAS
Loan Agreements as at that date (in each case, taking into account only those Qualifying CAS Loan
Agreement recognised by the Issuer for accounting purposes);
“NPL Vintage” means, in respect of each Month of Origination, the percentage of the Qualifying CAS
Loan Agreements originated during that Month of Origination which, as at the Point of Seasoning,
constitute Non-Performing CAS Loans;
“Non-Performing CAS Loans” means Qualifying CAS Loan Agreements which are more than 3
(three) Instalments in arrears;
“Instalment” means, in respect of each Qualifying CAS Loan Agreement, a full contractual instalment
payable in terms of the corresponding Loan Agreement.
Definition of parameters
i = the Point of Seasoning;
Avri = the value of the Average NPL Vintage at the Point of Seasoning;
Toli = the value of the Tolerated CAS NPL Vintage at the Point of Seasoning, derived for the Point of
Seasoning from the Schedule of Tolerated CAS NPL Vintages set out below;
Tolmax = 18.89%, being the maximum Tolerated CAS NPL Vintage
Fact1 = 25%, the first cash trapping factor
Fact2 = 100%, the second cash trapping factor
Formula
If Avri >Toli
????????????????
1< = 1.1
????????????????
????????????????
ResPerc = Tolmax x ( – 1) x Fact1
????????????????
????????????????
= 18.89% x ( – 1) x 25%
????????????????
9
????????????????
>1.1
????????????????
????????????????
ResPerc = Tolmax x 10% x Fact1 + Tolmax x ( – 1.1) x Fact2
????????????????
????????????????
= 18.89% x 10% x 25% + 18.89% x ( – 1.1) x 100%
????????????????
If Avri =Toli
ResPerc = 0
Schedule of Tolerated CAS NPL Vintage
Point of Toli
Seasoning
4 2.56%
5 3.36%
6 4.57%
7 5.88%
8 7.36%
9 8.83%
10 10.25%
11 11.34%
12 12.13%
13 13.01%
14 13.75%
15 14.31%
16 14.93%
17 15.50%
18 16.01%
19 16.27%
20 16.65%
21 17.16%
22 17.42%
23 17.68%
24 17.92%
25 18.27%
26 18.54%
27 18.70%
28 18.87%
29 18.89%
BAYPORT SECURITISATION (RF) LTD
By: _________________________ By: _______________________
Alfred Mothetsi Ramosedi Rishendrie Thanthony
Director, duly authorised Director, duly authorised
Date: September 2023 Date: September 2023
11
Annexure 3
FIRST ADDENDUM TO THE AMENDED AND RESTATED TRUST DEED (2015)
in respect of
THE BAYPORT SECURITISATION DEBENTURE HOLDERS TRUST
(Masters’ Reference number IT1840/08
established by
BAYPORT SECURITISATION (RF) LIMITED
Registration Number 2008/003557/06
(“the Company”)
with
PT & A TRUSTEES PROPRIETARY LIMITED
Registration Number 2004/016800/07
(“the Trustee”)
1
1. DEFINITIONS
1.1 In this Addendum, the following words and expressions shall have the meanings assigned
to them hereunder –
1.1.1 “Addendum” means this addendum to the Trust Deed;
1.1.2 “Signature Date” means the date on which this Addendum is signed by the Party
signing last;
1.1.3 "Trust Deed" means the amended and restated trust deed executed by and between
the Company and the Trustee during or about August 2016, in terms of which the
parties thereto amended and restated the terms of the Bayport Securitisation
Debenture Holders Trust.
2. AMENDMENT OF THE TRUST DEED
2.1 On and with effect from the Signature Date, the Trust Deed is amended as follows –
2.1.1 by the deletion of the definition "Arrears Reserve" where it appears in clause 2.1.5,
and substituting therefor the following amended definition -
"2.1.5 "Arrears Reserve" means the General Arrears Reserve or the CAS
Arrears Reserve, as the context may require;"
2.1.2 by the insertion of a new definition "CAS Arrears Reserve" as clause 2.1.17A
immediately after existing clause 2.1.17, as follows -
"2.1.17A "CAS Arrears Reserve" means a cash reserve to be established and
maintained by the Issuer calculated in accordance with the formula set
out in Annexure 2.1.5B;"
2.1.3 by the deletion of the definition "Financial Covenants" where it appears in clause
2.1.52, and substituting therefor the following amended definition -
"2.1.52 "Financial Covenants" means the financial covenants to be maintained
by the Company as follows –
"2.1.53.1 a Senior Debt Cashflow Cover Ratio of not less than 1,50 times;
"2.1.53.2 a Senior Debt Interest Cover Ratio of not less than 3,00 times;
"2.1.53.3 a ratio of Senior Debt to Net Qualifying Asset Value of not more
than 72.5%;
2
"2.1.53.4 a Bad and Doubtful Debt Ratio not exceeding 15% of the value
of the Portfolio during any 12 (twelve) month rolling period;
"2.1.53.5 Equity invested in the Company by the Originator with an
aggregate value of not less than –
"2.1.53.5.1 18% of the Portfolio, in respect of the period ending 30
June 2011;
"2.1.53.5.2 19% of the Portfolio, in respect of the period from 1 July
2011 to 30 September 2012;
"2.1.53.5.3 20.0% of the Portfolio, in respect of the period from 1
October 2012 to 31 January 2016;
"2.1.53.5.4 22.0% of the Portfolio, in respect of the period from 31
January 2016;
"2.1.53.6 the Liquidity Reserve of R250 million in respect of the period from
31 January 2016;"
2.1.4 by the insertion of a new definition "General Arrears Reserve" as clause 2.1.55A
immediately after existing clause 2.1.55, as follows -
"2.1.55A "General Arrears Reserve" means a cash reserve to be established
and maintained by the Issuer calculated in accordance with the formula
set out in Annexure 2.1.5A;"
2.1.5 by the deletion of clause 27.3 in its entirety and substituting therefore the following
amended clause -
"27.3 Notwithstanding anything to the contrary contained herein, the terms and
conditions of any Class of Notes may not be modified, altered, varied, added
to or abrogated without the prior written consent of a Special Majority of the
Noteholders of that Class or the approval of a Special Resolution of the
Noteholders of that Class, provided that such Special Resolution is passed by
Noteholders holding not less than 66.67% of the outstanding Nominal Value
of all Notes of that Class.";
2.1.6 by the re-designation of ANNEXURE 2.1.5 (ARREARS RESERVE FORMULA) as
ANNEXURE 2.1.5A (GENERAL ARREARS RESERVE FORMULA);
3
2.1.7 by the insertion of a new ANNEXURE 2.1.5B (CAS ARREARS RESERVE FORMULA)
immediately after redesignated ANNEXURE 2.1.5A (GENERAL ARREARS
RESERVE FORMULA) in the form of Annexure 2.1.5B to this Addendum.
2.2 Save for the amendments in clause 2.1 above, the remaining provisions of the Trust Deed
shall continue of full force and effect.
Signed at ……….………………… this ……….day of .............................2023
......................................................................................
For: Bayport Securitisation (RF) Limited
Signed at ……….………………… this ……… day of ..............................2023
......................................................................................
For: PT & A Trustees Proprietary Limited
4
ANNEXURE 2.1.5B
CAS ARREARS RESERVE FORMULA
“CAS Arrears Reserve” means a cash reserve to be established and maintained by the Issuer calculated in accordance
with the formula set out as follows:
CAS Arrears Reserve required amount = ResPerc x CAS OBALport
Where:
ResPerc = such percentage as determined below
CAS OBALport = the outstanding balance of the CAS Portfolio net of any applicable provisions as at the Measurement Date.
“Point of Seasoning” means, as at the Measurement Date, the sum of the Weight Adjusted Seasoning in respect of all
outstanding Qualifying CAS Loan Agreements, rounded to the nearest month;
Where :
“Weight Adjusted Seasoning” means, in respect of each Qualifying CAS Loan Agreement, an amount determined as the
corresponding Portfolio Percentage of the Current Seasoning in respect of that Qualifying CAS Loan Agreement;
“Portfolio Percentage” means, in respect of each Qualifying CAS Loan Agreement, the Outstanding Balance of that
Qualifying CAS Loan Agreement expressed as a percentage of the aggregate Outstanding Balance of the CAS Portfolio;
"Qualifying CAS Loan Agreement" means a Qualifying Loan Agreement in respect of which the collections are effected
via a salary deduction;
“CAS Portfolio” means those Qualifying Loan Agreements within the Portfolio that constitute Qualifying CAS Loan
Agreements;
“Current Seasoning” means, in respect of each Qualifying CAS Loan Agreement, the number of months that have elapsed
since the origination of that Qualifying CAS Loan Agreement, otherwise known as “months on book”.
“Average NPL Vintage” means the weighted average NPL Vintage of the CAS Portfolio, calculated as the sum of the
Weight Adjusted NPL Vintages as at the Point of Seasoning.
Where :
“Weight Adjusted NPL Vintage” means, in respect of each Month of Origination, the MoB Percentage multiplied by the
corresponding NPL Vintage as at the Point of Seasoning in respect of all outstanding Qualifying CAS Loan Agreements
originated during that Month of Origination;
“Month of Origination” means, in respect of each Qualifying CAS Loan Agreement, the calendar month during which that
Qualifying CAS Loan Agreement was originated;
“MoB Percentage” means, in respect of each Month of Origination, the outstanding balance as at the Point of Seasoning
of the Qualifying CAS Loan Agreements originated during that Month of Origination, expressed as a percentage of the
aggregate outstanding balance of all Qualifying CAS Loan Agreements as at that date (in each case, taking into account
only those Qualifying CAS Loan Agreement recognised by the Issuer for accounting purposes);
“NPL Vintage” means, in respect of each Month of Origination, the percentage of the Qualifying CAS Loan Agreements
originated during that Month of Origination which, as at the Point of Seasoning, constitute Non-Performing CAS Loans;
5
“Non-Performing CAS Loans” means Qualifying CAS Loan Agreements which are more than 3 (three) Instalments in
arrears;
“Instalment” means, in respect of each Qualifying CAS Loan Agreement, a full contractual instalment payable in terms of
the corresponding Loan Agreement.
Definition of parameters
i = the Point of Seasoning;
Avri = the value of the Average NPL Vintage at the Point of Seasoning;
Toli = the value of the Tolerated CAS NPL Vintage at the Point of Seasoning, derived for the Point of Seasoning from the
Schedule of Tolerated CAS NPL Vintages set out below;
Tolmax = 18.89%, being the maximum Tolerated CAS NPL Vintage
Fact1 = 25%, the first cash trapping factor
Fact2 = 100%, the second cash trapping factor
Formula :
If Avri >Toli
????????????????
1< ????????????????
= 1.1
????????????????
ResPerc = Tolmax x ( – 1) x Fact1
????????????????
????????????????
= 18.89% x ( – 1) x 25%
????????????????
????????????????
????????????????
>1.1
????????????????
ResPerc = Tolmax x 10% x Fact1 + Tolmax x ( – 1.1) x Fact2
????????????????
????????????????
= 18.89% x 10% x 25% + 18.89% x ( – 1.1) x 100%
????????????????
If Avri =Toli
ResPerc = 0
Schedule of Tolerated CAS NPL Vintage
Point of Toli
Seasoning
4 2.56%
5 3.36%
6 4.57%
7 5.88%
8 7.36%
9 8.83%
6
10 10.25%
11 11.34%
12 12.13%
13 13.01%
14 13.75%
15 14.31%
16 14.93%
17 15.50%
18 16.01%
19 16.27%
20 16.65%
21 17.16%
22 17.42%
23 17.68%
24 17.92%
25 18.27%
26 18.54%
27 18.70%
28 18.87%
29 18.89%
Debt Sponsor
Standard Bank of South Africa
7
Date: 05-09-2023 09:04:00
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