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Notice of Potential Event of Default - MAR02B | MAR03B | MAR04B
MARTIUS (RF) LIMITED
(Incorporated in South Africa with limited liability under registration number 2015/090404/06)
("Issuer")
Date: 13 September 2024
MAR02B - ZAG000189895
MAR03B - ZAG000193798
MAR04B - ZAG000200957
ANNOUNCEMENT OF POTENTIAL EVENT OF DEFAULT OF ALL CLASS B NOTES ISSUED IN RELATION TO
TRANSACTION NO. 1 – BRIDGE TAXI FINANCE NO 8 ("Transaction No. 1")
1. The Issuer advises note holders holding listed notes with stock codes MAR02B, MAR03B and MAR04B issued
by the Issuer under the Programme in relation to Transaction No. 1, that a potential Event of Default has
occurred under the Terms and Conditions of the Notes.
2. The quarterly investor report as published by the Issuer, highlighted the breaches of the Financial Covenants
(as defined in the Revolving Credit Facility ("the Borrower RCF") since the quarter ended 30 November
2023, which is continuing and unremedied in terms of the provisions of the Borrower RCF.
3. With reference to the section titled "Transaction Covenants" in the quarterly investor reports as mentioned
above, the Issuer reported –
3.1. the occurrence of a Servicer Default, through the SENS dated 31 January 2024; and
3.2. that the Borrower breached its Financial Covenants.
4. Consequently, the breaches of the Financial Covenants as described in the Borrower RCF and the occurrence
of a Servicer Default (as defined in Servicing Agreement), resulting in, inter alia, remedial obligations being
imposed on the Borrower as provided for, and the discretionary election by the Issuer as to the nature and
extent of the enforcement thereof, is subject to the further terms and conditions of the relevant Transaction
Documents, including the Borrower RCF and Servicing Agreement.
5. It may be useful to note that the occurrence of the Servicer Default, and breach of any particular Financial
Covenant by the Borrower as regards its obligations to the Issuer under the Borrower RCF, and particularly
where remedied timeously, does not of itself necessarily result in a breach or default under the Notes.
6. Whilst the Servicer Defaults were continuing, the Servicer's appointment was cancelled in terms of clause
18.2 (Servicer Default) of the Servicing Agreement, and the Servicing Agreement was terminated in so far
as it relates to the Servicer with effect from 5 June 2024. The Substitute Servicer has been appointed, with
the transition and handover currently in process.
7. We refer to the notices delivered, in accordance with Condition 17 of the Terms and Conditions of the Notes,
by the Issuer on 3 & 4 September 2024 to the holders of the Note with stock code MAR02B issued by the
Issuer under the Programme in relation to Transaction No. 1 ("the Class B2 Noteholders" or "Class B2
Notes") -
7.1. the Issuer is in process of taking the necessary steps to recover the amounts due from the Borrower
in relation to Transaction No. 1;
7.2. the Issuer noted that the timing of concluding on the recovery of the assets in relation to Transaction
No. 1 will extend beyond the existing Final Redemption Date of the Class B2 Notes, and henceforth the
Issuer would require additional time to finalise the recovery process;
7.3. the notice delivered by the Issuer on 3 September 2024, in accordance with Condition 17 of the Terms
and Conditions of the Notes and paragraph 6.56(b)(ii) of the JSE Debt Listings Requirements, requested
written approval from the holders of the Class B2 Notes by Extraordinary Resolutions to be passed by
written resolution ("Extraordinary Written Resolutions"), the purpose of which was to request
approval from the Class B2 Noteholders of certain proposed amendments to the Applicable Pricing
Supplement in relation to the Class B2 Notes as set out in the notice, in particular the extension of the
Final Maturity Date of the Class B2 Notes.
7.4. the notice delivered by the Issuer on 4 September 2024, in accordance with Condition 17 of the Terms
and Conditions of the Notes, requested written approval from the holders of the Notes for the
Ordinary Resolutions to be passed by written resolution ("Ordinary Written Resolutions"), the purpose
of which was to request approval from noteholders in terms of the provisions of the Applicable Pricing
Supplements concluded in relation to the Class B2 Noteholders, which provides that the Issuer (as
lender under the Borrower RCF) shall not agree to any amendment of the Borrower RCF or take any
action or enforce any of its rights under the Borrower RCF unless the prior approval of the noteholders
has been obtained as set out in the notice
8. Following which –
8.1. the SENS announcement dated 13 September 2024 detailed the results of the proposed Extraordinary
Written Resolutions as set out in 7.3 above – as not passed by a majority of 100%.
8.2. the results of the proposed Ordinary Written Resolutions as set out in 7.4 above – as not being passed
having not received the requisite votes for the Ordinary Written Resolution.
9. Consequently –
9.1. the Borrower will not be in a position to make payment of the Loans due to the Issuer under the terms
of the Borrower RCF on 17 September 2024; and
9.2. the Issuer will not be in a position to redeem the Class B2 Notes on the Final Redemption Date, being
17 September 2024; and
9.3. in accordance with paragraph 6.70 of the JSE Debt Listings Requirements investors are henceforth
herewith advised that no capital distribution will be made by the Issuer in respect of the Class B2 Notes
issued with stock code MAR02B with a nominal amount outstanding of R631 000 000,00.
10. Accordingly, Condition 11.1.2 (Events of Default) of the terms and conditions of the notes under the
Programme in relation to Transaction No. 1 will be triggered.
11. In accordance with Condition 11.2 (Events of Default) of the terms and conditions of the notes under the
Programme in relation to Transaction No. 1 –
11.1. a notice will be sent to all Noteholders, the Security SPV, the Central Securities Depositary and to the
JSE informing them of the occurrence of the Event of Default; and
11.2. the Security SPV will, as soon as such Event of Default comes to its notice, will amongst other things,
call a meeting of the Controlling Class of Noteholders to decide the matters as described on Condition
11.2.3.
12. A further announcement will be released regarding the next steps once the required Noteholders meeting
has been held.
13. Capitalised terms and expressions used in this notice and not otherwise defined herein, shall have the
meanings ascribed to such terms and expressions in the master programme memorandum issued by the
Issuer in relation to the Programme dated 22 February 2022, the Applicable Issuer Supplement issued by
the Issuer dated 22 February 2022 and the Applicable Transaction Supplement issued by the Issuer dated
16 September 2022.
Further updates will be made following developments and as circumstances demand.
Redinc Capital Proprietary Limited
Debt Sponsor
Date: 13-09-2024 05:42:00
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