EX-10.47 9 ex1047.htm EX-10.47
1
SENIOR TERM FACILITY
A
AGREEMENT
for
LESAKA TECHNOLOGIES PROPRIETARY
LIMITED
(as
Term/RCF
Borrower
)
provided by
THE PARTIES LISTED IN
ANNEXURE A
(as
Original Senior Term
Facility A Lenders
)
with
FIRSTRAND BANK LIMITED
(acting through its Rand Merchant Bank division)
(as
Facility Agent
)
This Agreement is entered into subject to the terms of a Common Terms Agreement dated on or
about the date of this Agreement
Exhibit 10.47
i
TABLE
OF CONTENTS
1
PARTIES
................................
................................
................................
...................... 1
2
INTERPRETATION
................................
................................
................................
.....
1
3
THE FACILITY
................................
................................
................................
............ 5
4
PURPOSE
................................
................................
................................
..................... 5
5
CONDITIONS OF UTILISATION
................................
................................
................ 5
6
UTILISATION AND DISBURSEMENT
................................
................................
........ 6
7
REPAYMENT
................................
................................
................................
............... 8
8
PREPAYMENT
AND CANCELLATION
................................
................................
...... 8
9
INTEREST
................................
................................
................................
................... 9
10
INTEREST PERIODS
................................
................................
................................
...
9
11
DEFAULT
................................
................................
................................
.................. 11
12
NOTICES AND DOMICILIUM
................................
................................
.................. 11
13
GENERAL
................................
................................
................................
.................. 11
14
GOVERNING LAW
................................
................................
................................
.... 14
15
JURISDICTION
................................
................................
................................
.......... 14
ANNEXURES
ANNEXURE
A
- ORIGINAL SENIOR TERM FACILITY A LENDERS
ANNEXURE B
- FORM OF UTILISATION REQUEST
1
1
PARTIES
1.1
The Parties to this Agreement are –
1.1.1
Lesaka
Technologies
Proprietary
Limited,
registration
number
2002/031446/07,
as
borrower (the
Term/RCF Borrower
);
1.1.2
the parties
listed in
Annexure A
(the
Original Senior
Term Facility A Lenders
); and
1.1.3
FirstRand Bank
Limited (acting through
its Rand
Merchant Bank
division) as
agent
of the Senior Term Facility Lenders (the
Facility Agent
).
1.2
The Parties agree as set out below.
2
INTERPRETATION
2.1
Definitions
In this
Agreement, unless
the context
indicates a
contrary intention,
the following
words
and
expressions
bear
the
meanings
assigned
to
them
and
cognate
expressions
bear
corresponding meanings –
2.1.1
Applicable Margin
means, in relation
to a Senior
Term Facility A Loan or
an Unpaid
Sum -
2.1.1.1
in
relation
to
the
first
Senior
Term
Facility
A
Loan
for
the
first
Interest
Period,
3.25%; and
2.1.1.2
thereafter, in
respect of each Interest
Period, if the
Net Debt to EBITDA
Ratio
in
respect
of
the
Measurement
Period
(the
Relevant
Measurement
Period
)
immediately
preceding
such
Interest
Period
is
within
the
range
as
set
out
in
column 1
below,
then the
Applicable Margin
for that
Senior Term
Facility A
Loan will be the percentage set out opposite that range in column 2 below -
Net Debt to EBITDA Ratio
[Column 1]
Applicable Margin
[Column 2]
Greater than or equal to 2.5 times
3.25%
2
Less than 2.5 times
2.50%
provided that -
2.1.1.2.1
any increase
or decrease
in the
Applicable Margin
for that
Senior Term
Facility A Loan
shall take effect
on the date
which is the
first day of
the
Interest Period
immediately succeeding
the
Interest Period
in
which the
Compliance Certificate
for the Relevant
Measurement Period
is delivered;
and
2.1.1.2.2
if the Term/RCF Borrower
fails to
deliver a
Compliance Certificate
for the
Relevant
Measurement
Period,
the
Applicable
Margin
for
the
relevant
Interest Period shall be 3.25% plus the amount in clause
2.1.1.3;
and
2.1.1.3
with effect
from the date
of occurrence of
an Event of
Default and for
so long
as it is
continuing, the Applicable Margin
shall be the Applicable
Margin as at
the date of the occurrence of that Event of Default plus 2.00%;
2.1.2
Availability
Period
means, in
relation to
the Senior
Term
Facility A
Commitment,
the period from
(and including)
the Closing Date
to (and including)
the date falling
30
days after the Closing Date;
2.1.3
Available
Commitment
means
the
"
Available
Commitment
"
(as
defined
in
the
Common
Terms
Agreement) of
a
Senior
Term
Facility
A
Lender
in
respect
of
the
Senior Term Facility A;
2.1.4
Available
Facility
means
the
aggregate,
from
time
to
time,
of
the
Available
Commitment of each Senior Term Facility A Lender;
2.1.5
Break
Costs
means
the
amount
(if
any)
determined
by
a
Senior
Term
Facility
A
Lender by which -
2.1.5.1
the interest (excluding the Applicable Margin) which that Senior Term
Facility
A
Lender
should
have
received
for
the
period
from
the
date
of
receipt
of
an
amount repaid
or prepaid
in respect
of any
part of
its participation in
a Senior
Term Facility A
Loan or
Unpaid Sum
to the
last day
of the
current Interest
Period
for that Senior Term Facility A Loan or Unpaid Sum, if the principal
amount of
3
that Senior Term Facility A Loan or Unpaid Sum received
had been paid on the
last day of that Interest Period;
exceeds -
2.1.5.2
the amount which
that Senior Term
Facility A Lender would
be able to
obtain
by placing an amount
equal to the principal
amount of that Senior
Term Facility
A
Loan
or
Unpaid
Sum
received
by
it
on
deposit
with
a
leading
bank
in
the
Johannesburg
interbank
market
for
a
period
starting
on
the
Business
Day
following receipt or recovery
and ending on the
last day of
the current Interest
Period;
2.1.6
Break
Gains
means
the
amount
(if
any)
determined
by
the
relevant
Senior
Term
Facility A Lender
by which the
amount of interest
contemplated in clause
2.1.5.2
of
the definition of Break Costs exceeds that in clause
2.1.5.1
of that definition;
2.1.7
Common Terms
Agreement
means the written agreement entitled "
Common Terms
Agreement
",
dated
on
or
about
the
Signature
Date,
between,
amongst
others,
the
Term/RCF Borrower (as
borrower), the Original Senior Term
Facility A Lenders
(as
lenders), the
Facility Agent
and Bowwood
and Main
No 408
(RF) Proprietary
Limited
(as debt guarantor);
2.1.8
Final Maturity Date
means 28 February 2029;
2.1.9
Interest Payment Date
means -
2.1.9.1
the last day of March, June, September and December of any year; and
2.1.9.2
the Final Maturity Date,
with the first Interest Payment Date being 30 June 2025;
2.1.10
Interest Period
means -
2.1.10.1
in
relation
to
a
Senior
Term
Facility
A
Loan,
each
period
determined
in
accordance with clause
10.1
(
Duration of Interest Periods
); and
2.1.10.2
in relation
to an
Unpaid Sum
relating to
a Senior
Term
Facility A
Loan, each
period determined in accordance with clause
10.2
(
Interest Periods for Unpaid
Sums
)
;
4
2.1.11
Party
means a party to this Agreement;
2.1.12
Senior Term Facility
A
means the
term loan
facility made
available to
the Term/RCF
Borrower under this Agreement;
2.1.13
Signature Date
means the date
on which, once
this Agreement has
been signed by
all
the Parties, it is signed by the last Party to do so;
2.1.14
Unpaid Sum
means an "
Unpaid Sum
" as defined in
the Common Terms
Agreement
in respect of the Senior Term Facility A; and
2.1.15
Utilisation Request
means a
notice substantially
in the
form set
out in
Annexure B
(
Form of Utilisation Request
).
2.2
Construction
2.2.1
Terms
and expressions
defined in
the Common
Terms
Agreement, unless
expressly
defined in this Agreement, have the same meaning in this Agreement.
2.2.2
The
provisions
of
clauses
2.3
(
Construction
)
and
2.4
(
Third
party
rights
)
of
the
Common Terms
Agreement are incorporated by reference in this
Agreement
mutatis
mutandis
on the basis that references therein to -
2.2.2.1
the
Common
Terms
Agreement
are
to
be
construed
as
references
to
this
Agreement; and
2.2.2.2
the Parties are to be construed as the Parties to this Agreement.
2.2.3
This
Agreement and
the
rights and
obligations of
the Parties
under this
Agreement
shall
in
all
respects
be
subject
to
the
terms
and
conditions
of
the
Common
Terms
Agreement and in the event of any conflict between the provisions of
this Agreement
and
the
provisions
of
the
Common
Terms
Agreement,
the
provisions
of
this
Agreement shall prevail.
2.2.4
If any amount paid to a Senior Term
Facility A Lender under a Finance Document is
capable of being
avoided or otherwise
set aside on
the liquidation or
administration of
the
payer
or
otherwise,
then
that
amount
will
not
be
considered
to
have
been
irrevocably discharged for the purposes of this Agreement.
5
2.3
Facility Agent
Unless
inconsistent
with
the
context
or
a
contrary
indication
appears,
references
to
the
Facility
Agent's
written
consent,
approval
of
or
any
other
similar
action,
decision
or
determination in this Agreement shall be to the Facility Agent acting on the instructions of
the
applicable
Senior
Term
Facility
A
Lenders
in
accordance
with
the
terms
of
the
applicable Finance Documents.
3
THE FACILITY
3.1
The Committed Senior Term Facility A
Subject to
the terms
of this
Agreement and
the Common
Terms Agreement, the
Senior Term
Facility A
Lenders
make available
to the
Term/RCF
Borrower a
Rand-denominated term
loan facility in an aggregate amount equal to the Senior Term Facility A Commitment.
3.2
Designation
This Agreement is a Senior
Facility Agreement and the
Senior Term Facility A Agreement.
4
PURPOSE
4.1
The Term/RCF Borrower
shall apply
all amounts
borrowed by
it under
Senior Term Facility
A
only in or towards the purpose set out in clause 4.1.1.1
(
Purpose
) of the Common Terms
Agreement (including refinancing
the Existing Group
Indebtedness and the
Cash Connect
Management Finance
Documents, and
funding Transaction Costs),
and for
no other
purpose
whatsoever.
4.2
No Finance Party is
bound to monitor or verify
the application of the
Utilisation of Senior
Term Facility
A
or will be responsible for, or for the consequences of, such application.
5
CONDITIONS OF UTILISATION
5.1
Conditions precedent
The Term/RCF Borrower may not deliver a Utilisation Request to the Facility Agent under
this Senior Term
Facility A Agreement (and
no Senior Term
Facility A Lender shall
have
any obligation to
advance a
Senior Term
Facility A
Loan or
to provide
any other form
of
credit or financial accommodation under this Agreement to any person) unless
the Facility
Agent has issued the
notice contemplated by clause 5.1
(
Initial conditions precedent
) of the
Common Terms Agreement.
6
5.2
Further conditions precedent
Subject to
the Common
Terms
Agreement and
this Agreement,
a Senior
Term
Facility A
Lender
will
only
be
obliged
to
participate
in
a
Senior
Term
Facility
A
Loan
if
the
requirements
of
clause
5.2
(
Further
conditions
precedent
)
of
the
Common
Terms
Agreement have been met.
5.3
Maximum number of Loans
The Term/RCF Borrower may only make one Utilisation under Senior Term Facility A.
6
UTILISATION AND DISBURSEMENT
6.1
Delivery of a Utilisation Request
6.1.1
The
Term/RCF
Borrower
may
utilise
the
Senior
Term
Facility
A
during
the
Availability
Period by delivery
to the Facility
Agent of a
duly completed Utilisation
Request.
6.1.2
Unless the Facility Agent
otherwise agrees, the latest time
for receipt by the
Facility
Agent
of
a
Utilisation
Request
is
12h00
5
Business
Days
before
the
proposed
Utilisation Date applicable to that Senior Term Facility A Loan.
6.1.3
The Utilisation Request is irrevocable.
6.2
Completion of a Utilisation Request
6.2.1
The Utilisation Request will not be regarded as having been duly completed
unless:
6.2.1.1
the proposed Utilisation Date is a Business Day within the Availability Period;
6.2.1.2
it identifies the purpose for which the Utilisation is to be
applied;
6.2.1.3
the
currency and
amount of
the
Utilisation comply
with
clause
6.3
(
Currency
and amount
) below; and
6.2.1.4
it specifies
a bank
account in
South Africa
to which
the Term/RCF
Borrower
requires the proceeds of that Senior Term Facility A Loan
to be made to it to be
credited.
6.2.2
Only one Senior Term Facility A Loan may be requested in the Utilisation Request.
7
6.3
Currency and amount
6.3.1
The currency specified in the Utilisation Request must be Rand.
6.3.2
The amount of the proposed Senior Term
Facility A Loan must not be more than the
Available Facility.
6.4
Disbursement
6.4.1
If the conditions set
out in this Agreement and
the Common Terms
Agreement have
been
met,
each
Senior
Term
Facility
A
Lender
must
advance
and
lend
to
the
Term/RCF Borrower,
which shall borrow from such Senior
Term Facility
A Lender,
that Senior Term Facility
A Lender's
participation in
that Senior Term Facility
A Loan
on the Utilisation Date. A Senior Term Facility A Lender must make its participation
in
a Senior
Term
Facility A
Loan available
to the
Facility Agent
by the
Utilisation
Date applicable
to the
Senior Term Facility
A Loan
for disbursement
to the
Term/RCF
Borrower.
6.4.2
The amount of
each Senior Term
Facility A Lender's participation
in a Senior
Term
Facility A
Loan will
be equal to
the proportion borne
by its
Available
Commitment
(if
any)
to
the
Available
Facility
immediately
prior
to
making
that
Senior
Term
Facility A Loan.
6.4.3
The Facility Agent shall notify each Senior Term Facility
A Lender of the amount of
that Senior
Term
Facility A
Loan and
the amount
of its
participation in
that Senior
Term Facility A Loan.
6.4.4
No Senior Term
Facility A Lender is obliged to participate in a
Senior Term Facility
A Loan if, as a result -
6.4.4.1
its
share
in
that
Senior
Term
Facility
A
Loan
would
exceed
its
Available
Commitment applicable to Senior Term Facility A; or
6.4.4.2
that Senior Term Facility A Loan would exceed the Available Facility.
6.5
Automatic cancellation of Commitments
The Senior Term Facility A Commitments
which, at that time,
are unutilised, and
in respect
of
which
no
Utilisation
Request
has
been
delivered,
shall
be
automatically
cancelled
at
11h00 on the last day of the Availability Period.
8
7
REPAYMENT
7.1
The Term/RCF
Borrower shall repay
the Senior
Term
Facility A
Loans
in full
in a
single
bullet repayment on the Final Maturity Date.
7.2
Any amount which
remains outstanding
under Senior Term Facility
A
on the Final
Maturity
Date shall be repaid in full on that date.
7.3
No amount
of the
Senior Term Facility
A Loans
repaid under
this clause
7
(
Repayment
)
may
be re- borrowed.
8
PREPAYMENT
AND CANCELLATION
8.1
Voluntary cancellation
8.1.1
The Term/RCF Borrower
may cancel
the undrawn
amount of
the Senior
Term Facility
A
Commitments in
accordance with
the
requirements (and
subject to
the
terms) of
clause 8.6 (
Voluntary cancellation
) of the Common Terms Agreement.
8.1.2
No
amount of
the
Senior Term
Facility A
Commitments cancelled
pursuant to
this
clause
8.1
(
Voluntary cancellation
)
may be reinstated.
8.2
Voluntary prepayment
8.2.1
The Term/RCF
Borrower may make
voluntary prepayments in
respect of the
Senior
Term
Facility
A
Loans
made
to
it,
in
whole
or
in
part,
in
accordance
with
the
requirements (and subject
to the
terms) of
clause 8.5
(
Voluntary
prepayment
) of
the
Common Terms Agreement.
8.2.2
No amount
of the
Senior Term
Facility A
Loans prepaid
pursuant to
this clause
8.2
(
Voluntary
prepayment
) may be re-borrowed.
8.3
Mandatory prepayment and prepayment offers
The Term/RCF Borrower shall be obliged to make
mandatory prepayments and/or offers
to
make
prepayments (as
applicable) in
respect
of the
Senior Term
Facility A
Loans
to
the
Senior
Term
Facility A
Lenders in
accordance with
the
requirements (and
subject to
the
terms) of
clauses 8
(
Prepayment and
Cancellation
), 9 (
Prepayment Offers
and Priorities
)
and 22.4 (
Cure Amounts - mandatory prepayment
) of the Common Terms Agreement.
9
9
INTEREST
9.1
Calculation of interest
The rate
of interest on
each Senior Term
Facility A Loan
(and any
Unpaid Sum) for
each
relevant Interest Period is the percentage rate per annum which is the aggregate
of –
9.1.1
the Applicable Margin; and
9.1.2
the Base Rate.
9.2
Payment of interest
The Term/RCF
Borrower shall pay
all accrued interest
on a
Senior Term
Facility A Loan
made to
it on
each Interest
Payment Date,
in accordance
with the
requirements of
clause
31 (
Payment Mechanics
) of the Common Terms Agreement.
9.3
Interest on overdue amounts
9.3.1
Any
interest
accruing
on
an
Unpaid
Sum
shall
be
immediately
payable
by
the
Term/RCF Borrower on demand by the Facility Agent.
9.3.2
Default interest (if unpaid) arising on any Unpaid Sum will be compounded
with that
Unpaid Sum on the last day
of each calendar month, but
will remain immediately due
and payable.
9.4
Notification of rates of interest
Without prejudice to the obligation of the Term/RCF Borrower to pay interest calculated at
any applicable rate under this
clause
9
(
Interest
)
, the Facility Agent shall
notify the Senior
Term Facility A Lenders
and the Term/RCF Borrower, as soon as reasonably practicable -
9.4.1
of the determination of a rate of interest under this Agreement; and
9.4.2
when
interest
commences
to
accrue
at
the
rate
calculated
by
reference
to
the
Applicable Margin specified in clause
2.1.1.3.
10
INTEREST PERIODS
10.1
Duration of Interest Periods
Each Senior Term Facility A Loan has successive Interest Periods:
10
10.1.1
commencing on
(and including)
the
Utilisation Date
(in respect
of the
first
Interest
Period for
that Senior
Term
Facility A
Loan) or
commencing on
(and including)
an
Interest Payment Date; and
10.1.2
ending on (but excluding) the next Interest Payment Date.
10.2
Interest Periods for Unpaid Sums
10.2.1
Interest accruing
on an
Unpaid Sum
shall be
calculated as
if that
Unpaid Sum,
had
during the
period of non-payment,
constituted a Loan
under Senior
Term
Facility
A
for successive Interest Periods, each of a duration selected by the Facility Agent. For
this purpose, the Facility Agent may -
10.2.1.1
select successive Interest Periods of any duration of up to three months;
and
10.2.1.2
determine the appropriate Quotation Day for that Interest Period.
10.2.2
If any
Unpaid Sum
consists of
all or
part of
a Senior
Term
Facility A
Loan which
became due on a day
which was not the last day
of an Interest Period relating to that
Senior Term Facility A Loan, the first Interest Period for that Unpaid Sum shall have
a duration equal to the unexpired portion of
the current Interest Period relating to that
Senior Term Facility A Loan.
10.3
No overrunning the Final Maturity Date
If an Interest Period for a Senior Term Facility A Loan would otherwise extend beyond the
Final Maturity
Date, it
will be
shortened so
that it
ends on
the Final
Maturity Date.
This
clause
10.3
(
No
overrunning the
Final
Maturity
Date
)
does
not
apply
to
Interest Periods
selected under clause
10.2
(
Interest Periods
for Unpaid Sums
)
above in respect
of Unpaid
Sums which remain outstanding on the Final Maturity Date.
11
10.4
Non-Business Days
If an Interest
Period would
otherwise end on
a day which
is not a
Business Day, that Interest
Period will
instead end
on the
next Business
Day in
the same
calendar month
(if there
is
one) or the preceding Business Day (if there is not).
11
DEFAULT
If an Event of Default occurs, and for so long as it is continuing, the Facility Agent
may enforce
any of the
rights and remedies
provided for in
clause 24.17 (
Acceleration
) of the
Common Terms
Agreement.
12
NOTICES AND DOMICILIUM
12.1
The Parties select as their respective
domicilia citandi et executandi
the physical addresses
contemplated
in
clause
34.2
(
Addresses
)
of
the
Common
Terms
Agreement,
and
for
the
purposes of giving
or sending any
notice provided for
or required under
this Agreement, the
said physical addresses as well as the email addresses contained therein.
12.2
The provisions
of clause 34
(
Notices
) of
the Common Terms
Agreement are incorporated
by reference herein,
mutatis mutandis
, as if repeated herein in full in this
Agreement on the
basis that references therein to -
12.2.1
Finance
Documents
and/or
the
Common
Terms
Agreement
shall
be
construed
as
references to this Agreement; and
12.2.2
Parties shall be construed as references to the Parties to this Agreement.
13
GENERAL
13.1
Further Assurances
The Term/RCF
Borrower must perform,
or procure the
performance, of all
further things,
and execute and deliver (or
procure the execution and delivery)
of all further documents,
as
may be required by any applicable law or regulation or as may be necessary or desirable to
implement or give effect to this Agreement and the transactions contemplated
therein.
13.2
Sole Agreement
13.2.1
This Agreement
constitutes the
sole record
of the
agreement between
the Parties
in
regard to the subject matter hereof.
12
13.2.2
This Agreement supersedes and replaces
any and all agreements
between the Parties
(and other
persons, as may
be applicable) and
undertakings given to
or on
behalf of
the Parties (and other persons, as
may be applicable) in relation to
the subject matter
hereof.
13.3
No implied terms
No Party shall be bound by any express or implied term, representation, warranty, promise
or the like, not recorded in this Agreement.
13.4
Variations to be in Writing
No
addition
to
or
variation,
deletion,
or
agreed
cancellation
of
all
or
any
clauses
or
provisions of this Agreement will be of
any force or effect unless in
writing and signed by
the Parties.
13.5
Costs and Expenses
The Term/RCF
Borrower shall
pay to
the Facility
Agent (for
the account
of the
relevant
Finance Party)
the amount
of all
costs and
expenses (including
legal fees
on the
scale as
between attorney
and own
client, whether
incurred before
or after
judgment) incurred
by
any Finance Party in connection
with the enforcement of, or
the preservation of any rights
under, this Agreement.
13.6
Partial Invalidity
If, at any
time, any
provision of
this Agreement
is or becomes
illegal, invalid,
unenforceable
or inoperable in any respect under any law of any jurisdiction,
neither the legality, validity,
enforceability
or
operation
of
the
remaining
provisions
nor
the
legality,
validity,
enforceability or operation of such provision under the law of any other jurisdiction will in
any
way
be
affected
or
impaired.
The
term
inoperable
in
this
clause
13.6
(
Partial
Invalidity
)
shall
include,
without
limitation,
inoperable
by
way
of
suspension
or
cancellation.
13.7
Rights and remedies
13.7.1
No failure to
exercise, nor any delay
in exercising, on the
part of any
Finance Party,
any
right
or
remedy under
this
Agreement
shall
operate as
a
waiver,
nor
shall any
single or partial exercise of any right or remedy prevent any further or other exercise
13
or the exercise
of any other
right or remedy.
The rights and remedies
of the Finance
Parties under this Agreement -
13.7.1.1
are cumulative and not exclusive of its rights under the general law;
13.7.1.2
may be exercised as often as the Finance Party requires; and
13.7.1.3
may be waived only in writing and specifically.
13.7.2
Delay in the exercise or non-exercise of any right is not a waiver of
that right.
13.8
Extensions and waivers
No latitude, extension
of time or
other indulgence which
may be given
or allowed by
any
Party to any other
Party in respect of the
performance of any obligation or
enforcement of
any right under this Agreement, and no single or partial exercise of any right by any Party,
shall be
construed to
be an
implied consent
by such
Party or
operate as
a waiver
or a
novation
of, or otherwise affect any
of that Party’s rights under or
in connection with this
Agreement
or
estop
such
Party
from
enforcing,
at
any
time
and
without
notice,
strict
and
punctual
compliance with each and every provision or term of this Agreement.
13.9
Renunciation of benefits
The Term/RCF
Borrower renounces, to the extent permitted
under any applicable law,
the
benefits of
each of
the legal
exceptions of
excussion, division,
revision of
accounts, no
value
received,
errore
calculi
,
non causa debiti
,
non numeratae pecuniae
and cession of
action,
and declares that it understands the meaning of
each such legal exception and the effect
of
such renunciation.
13.10
Independent advice
The Term/RCF
Borrower acknowledges
that it
has been
free to
secure independent
legal
and other advice
as to the
nature and effect
of all of
the provisions of
this Agreement and
that
it
has
either
taken
such
independent
legal
and
other
advice
or
dispensed
with
the
necessity
of
doing
so.
Further,
the
Term/RCF
Borrower
acknowledges
that
all
of
the
provisions of
this Agreement
and the
restrictions therein
contained are
part of
the overall
intention of the Parties in connection with this Agreement.
14
13.11
Counterparts
This Agreement
may be
executed in
any number
of counterparts,
and this
has the
same effect
as if the signatures on the counterparts were on a single copy of this Agreement.
14
GOVERNING LAW
This Agreement
and any
non-contractual obligations
arising out
of or
in connection
with it
are
governed by South African law.
15
JURISDICTION
15.1
The Parties
hereby irrevocably
and unconditionally
consent to
the non-exclusive
jurisdiction
of the
High Court of
South Africa (Gauteng
Division,
Johannesburg) (or
any successor to
that
division)
in
regard
to
all
matters
arising
from
this
Agreement
(including
a
dispute
relating to
the existence, validity
or termination of
this Agreement or
any non-contractual
obligation arising out of or in connection with this Agreement) (a
Dispute
).
15.2
The Parties
agree that
the courts
of South
Africa are
the most
appropriate and convenient
court to settle Disputes. The Parties
agree not to argue to
the contrary and waive objection
to this court
on the grounds of
inconvenient forum or otherwise
in relation to
proceedings
in connection with this Agreement.
15.3
This clause
15
(
Jurisdiction
)
is for
the benefit
of the
Finance Parties
only.
As a result,
no
Finance Party shall be prevented from
taking proceedings relating to a Dispute
in any other
court with jurisdiction. To
the extent allowed by law,
a Finance Party may take concurrent
proceedings in any number of jurisdictions.
1
ANNEXURE
A
- ORIGINAL
SENIOR TERM FACILITY A LENDERS
Name of Original Senior Term Facility A
Lenders
Jurisdiction of
Incorporation
Registration number
1.
FirstRand
Bank
Limited,
acting
through
its
Rand Merchant Bank division
South Africa
1929/001225/06
2.
Investec
Bank
Limited,
acting
through
its
Investment
Banking
Division:
Corporate
Solutions
South Africa
1969/004763/06
1
ANNEXURE
B
- FORM OF UTILISATION REQUEST
To:
FIRSTRAND BANK LIMITED
(acting through its Rand Merchant Bank division) (as
Facility Agent)
From:
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
Date: ________________
Dear Sirs,
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
Senior Term Facility A Agreement, dated [●] (
the
Agreement)
1
We refer to the
Agreement. This
is the
Utilisation Request.
Terms defined in
the Agreement
have
the same meaning in this Utilisation
Request unless given a different meaning in
this Utilisation
Request.
2
We wish to borrow the Senior Term
Facility A Loan on the following terms:
Proposed Utilisation Date:
[
●
] (or,
if that
is not
a Business
Day,
the next
Business
Day);
Amount:
R[
●
] or, if less, the Available Facility;
Purpose:
[The purpose stipulated in clause
4.1
of the Agreement.]
3
We
confirm that
each
condition
specified in
clause
5.2
(
Further conditions
precedent
)
of
the
Agreement read together with clause 5.2 (
Further conditions precedent
) of the Common Terms
Agreement is satisfied on the date of this Utilisation Request.
4
The proceeds of this Senior Term Facility A Loan must be credited to [account].
5
This Utilisation Request is irrevocable.
2
Yours
faithfully,
…………………………………
authorised signatory for
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
1
SIGNATURE PAGES
Signed at Sandon
on 27 February
2025
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
(as
Facility Agent
)
/s/ Kedy Mazibuko
Signature
Kedy Mazibuko
Name of Signatory
Authorised
Designation of Signatory
/s/ Eric Mphohoni
Signature
Eric Mphohoni
Name of Signatory
Authorised Signatory
Designation of Signatory
2
Signed at Sandon
on 27 February
2025
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
(as
Original Senior
Term
Facility A Lender
)
/s/ Kedy Mazibuko
Signature
Kedy Mazibuko
Name of Signatory
Authorised
Designation of Signatory
/s/ Eric Mphohoni
Signature
Eric Mphohoni
Name of Signatory
Authorised Signatory
Designation of Signatory
3
Signed at Sandton
on 27 February
2025
for
INVESTEC BANK LIMITED, ACTING
THROUGH ITS INVESTMENT
BANKING DIVISION: CORPORATE
SOLUTIONS
(as
Original Senior Term
Facility A Lender
)
/s/ Kerry Caldwell
Signature
Kerry Caldwell
Name of Signatory
Authorised signatory
Designation of Signatory
/s/ Sean Rule
Signature
Sean Rule
Name of Signatory
Authorised signatory
Designation of Signatory
4
Signed at CAPE TOWN
on 27 February
2025
for
LESAKA TECHNOLOGIES
PROPRIETARY LIMITED
(as
Term/RCF
Borrower
)
/s/ Naeem Ebrahim Kola
Signature
Naeem Ebrahim Kola
Name of Signatory
GCOO
Designation of Signatory