SPG - Super Group Limited - Unwinding of restructuring and facility agreements

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 Supplied by www.sharenet.co.za                     
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