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Notice Of Request For Written Consent Of Class A Noteholders And Facility Grantors
BAYPORT SECURITISATION (RF) LIMITED
(Incorporated with limited liability in the Republic of South Africa)
(Registration number 2008/003557/06)
(“Bayport Securitisation” or “the Issuer”)
Bond Code ISIN
BAYA26 ZAG000099920
BAYA31 ZAG000102229
BAYA33 ZAG000103961
BAYA34 ZAG000104076
BAYA35 ZAG000104084
BAYA36 ZAG000104092
BAYA39 ZAG000109620
BAYA41 ZAG000109646
BAYA42 ZAG000109653
BAYA45 ZAG000114398
BAYA51 ZAG000135039
BAYA52 ZAG000135047
BAYA53 ZAG000139775
BAYA54 ZAG000139783
BAYA55 ZAG000143231
BAYA57 ZAG000143256
BAYA58 ZAG000144833
BAYA59 ZAG000144841
BAYA60 ZAG000144924
BAYA61 ZAG000144932
NOTICE OF REQUEST FOR WRITTEN CONSENT OF CLASS A NOTEHOLDERS AND FACILITY
GRANTORS
1. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
thereto in the Terms and Conditions.
2. This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder
of Class A Notes (the Noteholders) issued under the Issuer's ZAR10,000,000,000 Asset Backed
Programme (the Programme) pursuant to the section headed "Terms and Conditions of the Notes"
(the Terms and Conditions) in the amended and restated programme memorandum dated 13 April
2017 (the Programme Memorandum), in accordance with Condition 17 (Notices) of the Terms and
Conditions for the purposes of obtaining the written consent of the Noteholders and Facility
Grantors (the Senior Debt Funders), as contemplated in clause 11.1.1.27 of the Terms and
Conditions, for the shareholding of BML in the Originator to fall below 50% + 1 share.
3. In terms of clause 11.1.1.27 of the Programme Memorandum, a reduction of BML’s shareholding
in the Originator to below 50% + 1 share is deemed as a Credit Event unless it is effected with the
prior written consent of a Special Majority of Senior Debt Funders.
4. Accordingly, the Issuer requires the consent of a Special Majority of Senior Debt Funders being
Senior Debt Funders who would, on a poll, between them hold more than 75% of the total votes of
all Senior Debt Funders at that time.
5. In this regard every Senior Debt Funder will be entitled to vote as follows:
a. 10 votes for each Class A Note of which he is the registered holder or representative;
b. 10 votes for each complete R1,000,000 of capital owing by the Issuer to a Facility Grantor in
terms of the corresponding Warehousing Facility and/or Liquidity Facility.
6. Each Noteholder is requested to provide their consent to the abovementioned proposals by
completing the Consent Response Form or Form of Proxy (attached below), and delivering same
to the registered office of the relevant CSD Participant that provided the said Noteholder with the
Consent Response Form or Form of Proxy, and providing a copy thereof to the Issuer (at
bryan.arlow@bayport.co.za) by no later than 14h00 on 21 September 2017. The relevant CSD
Participant will then notify Strate of the total number of Consent Notices received, both in favour
and not in favour of the proposals outlined herein.
7. Such consents will be requested at the meeting to be held on 21 September 2017 at 15h00 at
Bayport House, 23A 10th Avenue, Rivonia, 2128, Republic of South Africa.
8. The Consent Response Form and Form of Proxy is also available on Issuer's website at
www.bayportfinance.com.
9. This Notice is being delivered to JSE and Strate in accordance with Condition 17 (Notices) of the
Terms and Conditions.
30 August 2017
Debt Sponsor
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking
division
Annexure 1 – Consent Request Form
BAYPORT SECURITISATION (RF) LTD
(Incorporated with limited liability in the Republic of South Africa under
Registration Number 2008/003557/06)
(the “Issuer”)
ZAR10,000,000,000 ASSET BACKED NOTE PROGRAMME
CONSENT RESPONSE FORM
Instructions:
For use by:
1) the beneficial holders of Class A Notes (the “Notes”) issued under the ZAR10,000,000,000
Asset Backed Note Programme (the “Programme”) of Bayport Securitisation (RF) Limited (the
“Issuer”) pursuant to the amended and restated programme memorandum dated 13 April 2017
(the “Programme Memorandum”); or
2) the Central Securities Depository Participant ("CSDP") appointed by such beneficial holders of
Notes in accordance with the voting instructions given by such beneficial holders of Notes.
Capitalised terms used in this request for consent shall, unless otherwise defined in this request, bear
the meanings ascribed to such terms in the section of the Programme Memorandum headed “Glossary
of Definitions”.
Details of Consent required:
The Issuer requires the written consent of a Special Majority of the Senior Debt Funders, in terms of
condition 11.1.1.27 of the Terms and Conditions, for the shareholding of BML in the Originator to fall
below 50% + 1 share.
(NAME IN BLOCK LETTERS please)
of (address)
Telephone Work ( ) Telephone Home ( )
Confirm that we are the beneficial holder/ CSDP for the beneficial holder of interest in the Notes listed
below:
(please insert stock codes relating to the relevant Notes and the amount of the Aggregate
Nominal Amount of such Note in which you are the beneficial holder/ CSDP for the beneficial
holder of such Note):
STOCK FUND Interest in the Aggregate Nominal
CODE Amount
AND HEREBY INSTRUCT the CSD nominee as registered holder of the Notes to consent to and/or
withhold consent to the following matter and/or abstain from responding to such request as follows:
For Against Abstain
CONSENT REQUEST –The reduction of BML’s
shareholding in the Originator to below 50% + 1 share,
as required in terms of clause 11.1.1.27 of the
Programme Memorandum
(Tick whichever is applicable. If no directions are given, the CSD Nominee will be entitled to consent
to and/or withhold its consent to the above matter and/or abstain from responding, as the CSD
Nominee deems fit.)
Signed at on 2017
Signature
Assisted by (where applicable)
Annexure 2 – Form of Proxy
FORM OF PROXY
BAYPORT SECURITISATION (RF) LIMITED
(Incorporated in the Republic of South Africa under Registration Number 2008/003557/06)
(the “Issuer”)
REQUEST FOR WRITTEN CONSENT IN RESPECT OF THE PROPOSED REDUCTION OF BML’S
SHAREHOLDING IN THE ORIGINATOR TO BELOW 50% PLUS 1 SHARE
For use by the holders of the Class A Notes, at a meeting of all the Senior Debt Funders under its asset
backed securities programme, to be held on 21 September 2017 at 15h00, at Bayport House, 23A 10th
Avenue, Rivonia, 2128, Republic of South Africa.
I/We, __________________________________, in my/our capacity as the duly authorised
representative of __________________________________________, and representing, in
aggregate,–
ZAR_______________________ in respect of Class A Notes;
ZAR_______________________ under the Warehousing/Liquidity Facilities, appoint:
1. ………….……………………………………………………………………….. or failing him/her,
2. the chairman of the meeting,
as our proxy to act for us and on our behalf at the meeting which will be held for the purpose of
considering, and if deemed fit, consenting, with or without conditions, to the sale by BML of 51% of its
shares in the Originator to Firefly Investments 326 Proprietary Limited and the resultant reduction in
BML’s shareholding in the Originator to below 50% plus 1 share; and to vote for and/or against the
granting of such consent and/or to abstain from voting, as applicable, in respect of the Senior Debt
Funders on whose behalf we are acting as duly authorised representatives, being the Class A Notes
bearing the Stock Codes as recorded in the schedule below, in accordance with the following
instructions:
Number of Votes
For Against Abstain
Written Consent for the reduction of BML’s
shareholding in the Originator below 50% plus 1
share
Signed at on 2017
__________________________
Name:
duly authorised thereto
Beneficial holder Stock Code Nominal Value Percentage
of Notes of Notes
Date: 30/08/2017 12:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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