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
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