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BAYPORT SECURITISATION (RF) LIMITED - Updated Programme Memorandum

Release Date: 13/04/2017 16:08
Wrap Text
Updated Programme Memorandum

Bayport Securitisation (RF) Limited

(Incorporated with limited liability in the Republic of South Africa)

(Registration number 2008/003557/06)

(“Bayport Securitisation” or “the Company”)




Bond Code         ISIN

BAYA06            ZAG000086216

BAYA08            ZAG000086182

BAYA15            ZAG000086588

BAYA16            ZAG000089657

BAYA17            ZAG000090143

BAYA18            ZAG000090879

BAYA19            ZAG000090887

BAYA23            ZAG000096066

BAYA24            ZAG000096512

BAYA25            ZAG000098047

BAYA26            ZAG000099920

BAYA31            ZAG000102229

BAYA32            ZAG000103490

BAYA33            ZAG000103961

BAYA34            ZAG000104076

BAYA35            ZAG000104084

BAYA36            ZAG000104092

BAYA39            ZAG000109620

BAYA41            ZAG000109646
BAYA42           ZAG000109653

BAYA43           ZAG000111824

BAYA44           ZAG000114380

BAYA45           ZAG000114398

BAYA50           ZAG000135021

BAYA51           ZAG000135039

BAYA52           ZAG000135047

BAYA53           ZAG000139775

BAYA54           ZAG000139783

BAYA55           ZAG000143231

BAYA56           ZAG000143249

BAYA57           ZAG000143256

BAYB03           ZAG000090903

BAYB04           ZAG000093899

BAYB05           ZAG000098039

BAYB06           ZAG000102211

BAYB07           ZAG000103250

BAYB08           ZAG000103979

BAYB09           ZAG000111832




AMENDMENT OF THE PROGRAMME MEMORANDUM AND TRANSACTION DOCUMENTS

On 20 May 2011, Bayport Securitisation registered a programme memorandum to launch its ZAR4,400,000, 000
Asset Backed Note Programme. The programme memorandum was amended by supplements thereto dated
22 September 2011, 25 April 2012, 31 July 2012, 28 June 2013, 10 September 2013 and 23 May 2014. 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.
On or about 24 August 2016, the aforementioned supplements to the programme memorandum were
consolidated and incorporated into the programme memorandum and further amendments were effected
thereto such that the programme memorandum is now an amendment and restatement of the previous
programme memorandum (the “Programme Memorandum”). The Programme Memorandum was approved by
and registered with the JSE on 24 August 2016. The Programme Memorandum and 3 (three) of the Transaction
Documents, namely, the Security Trust Deed, the Management Agreement and the Standby Administration
Agreement, have now been amended in the following respects:


    (i) to provide for the early redemption of Notes without the prior written consent of a Special Majority of
        Noteholders, such early redemption being subject to the Noteholders who held the Notes so redeemed,
        simultaneously subscribing for new Notes to be issued by the Company, with a Nominal Value not being
        less than the Nominal Value, and with a Maturity Date not occurring earlier than the Maturity Date, of
        the Notes so redeemed;


    (ii) to provide for the appointment of alternative rating agencies to any one of Standard & Poor’s Financial
        Services LLC, registration number 07114748, Global Credit Rating Company Proprietary Limited,
        registration number 1995/005001/07, Moody’s Investors Service, registration number 1950192, or any
        other internationally recognized rating agency;


    (iii) to provide for the ability of the Company to hold the Consolidated Bank Account with any bank,
        provided that such bank has a credit rating of not less than F1 (national scale rating) or equivalent;


    (iv) to provide for the submission by the Company of its audited annual financial statements within 4 (four)
        months (and not 6 (six) months as formerly required) of the end of each financial year end, as required
        in terms of the JSE Debt Listings Requirements, save in respect of the financial year ending 31 December
        2016, the audited annual financial statements will be delivered on or before 30 June 2017;


    (v) to include in the Programme Memorandum the new paragraphs of the JSE Debt Listings Requirements.

     Bayport Securitisation has received the necessary consent of its funders to make such amendments
     to the Transaction Documents and the Programme Memorandum. Each of the Transaction
     Documents are amended with effect on 3 April 2017. The Programme Memorandum is amended
     with effect from 10 March 2017, being the date of conditional approval of the Programme
     Memorandum by the JSE.
     A copy of the Programme Memorandum, as amended and unconditionally approved by the JSE,
     may be found on the JSE’s website on www.jse.co.za and the Issuer’s website on
     www.bayportfinance.com.




13 April 2017




Debt Sponsor
The Standard Bank of South Africa Limited

Date: 13/04/2017 04:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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