EX-10.49 11 ex1049.htm EX-10.49
1
SENIOR RCF AGREEMENT
for
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
(as
Term/RCF Borrower
)
provided by
THE PARTIES
LISTED IN
ANNEXURE A
(as
Original Senior RCF 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 10.49
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
................................
................................
................................
............... 7
8
PREPAYMENT
AND CANCELLATION
................................
................................
...... 8
9
INTEREST
................................
................................
................................
................... 8
10
INTEREST PERIODS
................................
................................
................................
...
9
11
DEFAULT
................................
................................
................................
.................. 10
12
NOTICES AND DOMICILIUM
................................
................................
.................. 11
13
GENERAL
................................
................................
................................
.................. 11
14
GOVERNING LAW
................................
................................
................................
.... 13
15
JURISDICTION
................................
................................
................................
.......... 14
ANNEXURES
ANNEXURE
A
- ORIGINAL SENIOR RCF 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 RCF Lenders
); and
1.1.3
FirstRand Bank
Limited (acting through
its Rand
Merchant Bank
division) as
agent
of the Senior RCF 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 any Senior RCF Loan or an Unpaid
Sum -
2.1.1.1
in relation to the Senior RCF 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 RCF 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 percent
Less than 2.5 times
2.50 percent
2
provided that -
2.1.1.2.1
any
increase
or
decrease
in
the
Applicable
Margin
for
that
Senior
RCF
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 percent
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 the period from (and
including) the Closing Date to (and
including) the date falling 3 Months prior to the Final Maturity
Date;
2.1.3
Available
Commitment
means
the
"
Available
Commitment
"
(as
defined
in
the
Common Terms Agreement) of a Senior RCF Lender in respect of the Senior RCF;
2.1.4
Available
Facility
means
the
aggregate,
from
time
to
time,
of
the
Available
Commitment of each Senior RCF Lender;
2.1.5
Break Costs
means the
amount (if
any) determined
by a
Senior RCF
Lender by which
-
2.1.5.1
the interest
(excluding the
Applicable Margin)
which that
Senior RCF
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 RCF
Loan or
Unpaid Sum
to the
last day
of the
current Interest
Period for
that Senior
RCF
Loan or
Unpaid Sum,
if the
principal amount
of that
Senior RCF
Loan or
Unpaid
Sum received had been paid on the last day of that Interest Period;
exceeds -
3
2.1.5.2
the amount
which that
Senior RCF Lender
would be able
to obtain
by placing
an amount
equal to
the principal
amount of
the Senior
RCF 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
RCF
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
RCF 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 in any year;
and
2.1.9.2
the Final Maturity Date;
2.1.10
Interest Period
means -
2.1.10.1
in relation
to a
Senior RCF
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
RCF
Loan,
each
period
determined in accordance with clause
10.2
(
Interest Periods for Unpaid Sums
)
;
2.1.11
Party
means a party to this Agreement;
2.1.12
Senior
RCF
means
the
revolving
credit
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;
4
2.1.14
Total
Senior
RCF
Commitments
means
the
aggregate
of
the
Senior
RCF
Commitments, as set
out under the
heading "Senior RCF Commitment"
in Part II
of
Annexure A of the Common Terms Agreement;
2.1.15
Unpaid Sum
means an "
Unpaid Sum
" as defined in
the Common Terms
Agreement
in respect of the Senior RCF;
and
2.1.16
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 RCF 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.
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
5
the applicable
Senior RCF Lender
in accordance with
the terms of
the applicable Finance
Documents.
3
THE FACILITY
3.1
Senior RCF
Subject to the
terms of this
Agreement and the
Common Terms Agreement, the Senior
RCF
Lenders make
available to the
Term/RCF
Borrower a
Rand-denominated revolving credit
loan facility in an aggregate amount equal to the Total Senior RCF Commitments.
3.2
Designation
This Agreement is a Senior Facility Agreement and the Senior RCF Agreement.
4
PURPOSE
4.1
The Term/RCF Borrower shall
apply all
amounts borrowed by
it under the
Senior RCF
only
in or towards the purposes set out in clause 4.1.1.3
of the Common Terms Agreement, and
for no other purpose whatsoever.
4.2
No
Finance
Party
is
bound
to
monitor
or
verify the
application of
any
Utilisation of
the
Senior RCF 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
the Senior RCF
(and no Senior
RCF Lender
shall have
any obligation
to advance
any Senior
RCF 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.
5.2
Further conditions precedent
Subject to the
Common Terms
Agreement and this Agreement,
a Senior RCF
Lender will
only
be
obliged
to
participate
in
a
Senior
RCF
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
6
The
Term/RCF
Borrower
may
not
deliver
more
than
two
Utilisation
Requests
in
any
calendar month.
6
UTILISATION AND DISBURSEMENT
6.1
Delivery of a Utilisation Request
6.1.1
The Term/RCF
Borrower may utilise the
Senior RCF 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 the relevant Senior RCF Loan.
6.1.3
Each Utilisation Request is irrevocable.
6.2
Completion of a Utilisation Request
6.2.1
A 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
the relevant
Senior RCF
Loan to
be made
to it
to be
credited.
6.2.2
Only one Senior RCF Loan may be requested in a Utilisation
Request.
6.3
Currency and amount
6.3.1
The currency specified in the Utilisation Request must be
Rand.
6.3.2
The amount of
any proposed Senior
RCF Loan must
be a minimum
of R50,000,000
(and an integral multiple of R1,000,000) or, if less, the Available Facility.
7
6.3.3
If a
Utilisation Request
identifies that
the purpose
for which
the Utilisation
is to
be
applied is the purpose contemplated in clause
4.1
then the Term/RCF Borrower must
apply the proposed Senior RCF Loan for that
purpose.
6.4
Disbursement
6.4.1
If the conditions set
out in this Agreement and
the Common Terms
Agreement have
been met,
each Senior
RCF Lender
must advance
and lend
to the
Term/RCF Borrower,
which
shall
borrow from
each
such
Senior
RCF
Lender,
that
Senior
RCF
Lender's
participation
in
the
relevant
Senior
RCF
Loan
on
the
relevant
Utilisation
Date.
A
Senior
RCF
Lender
must
make
its
participation
in
the
relevant
Senior
RCF
Loan
available to the
Facility Agent by the
Utilisation Date applicable to
that Senior RCF
Loan for disbursement to the Term/RCF Borrower.
6.4.2
The amount of each Senior RCF Lender's participation in a Senior RCF Loan will be
equal to the
proportion borne by its
Available Commitment
(if any) to the
Available
Facility immediately prior to making that Senior RCF
Loan.
6.4.3
The Facility Agent shall notify each
Senior RCF Lender of the
amount of the Senior
RCF Loan and the amount of its participation in the Senior RCF Loan.
6.4.4
No Senior RCF Lender is obliged to participate in a Senior RCF Loan if, as a
result -
6.4.4.1
its
share
in
the
outstanding
Senior
RCF
Loans
would
exceed
its
Available
Commitment applicable to the Senior RCF; or
6.4.4.2
the outstanding Senior RCF Loans would exceed the Available Facility.
6.5
Automatic cancellation of Commitments
The Senior RCF 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.
7
REPAYMENT
7.1
The
Term/RCF
Borrower
shall
repay
each
Senior
RCF
Loan
in
full
in
a
single
bullet
repayment on the Final Maturity Date.
8
7.2
Any amount which remains
outstanding under the Senior
RCF on the Final
Maturity Date
shall be repaid in full on that date.
7.3
No
amount
of
a
Senior
RCF
Loan
repaid
under
this
Clause
7
(
Repayment
)
on
the
Final
Maturity Date may be re-borrowed.
8
PREPAYMENT
AND CANCELLATION
8.1
Voluntary prepayment
8.1.1
The Term/RCF
Borrower may make voluntary prepayments in respect
of any Senior
RCF Loan 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.
8.1.2
Unless
a
contrary
indication
appears
in
this
Agreement
or
the
Common
Terms
Agreement, the amount of any
Senior RCF Loan voluntarily
prepaid under the Senior
RCF
pursuant
to
clause
8.5
(
Voluntary
prepayment
)
of
the
Common
Terms
Agreement
may
be
re-borrowed
on
the
terms
of
this
Agreement
and
the
Common
Terms Agreement.
8.2
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 RCF
Loans to
the Senior
RCF
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. The amount of any
Senior
RCF
Loan
mandatorily
prepaid
pursuant
to
these
requirements
may
not
be
re-
borrowed
on
the
terms
of
this
Agreement
and
the
Senior
RCF
Commitments
will
be
automatically cancelled to the extent set out in the Common Terms Agreement.
9
INTEREST
9.1
Calculation of interest
The
rate
of
interest
on
each
Senior
RCF
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
9.1.2
the Base Rate.
9.2
Payment of interest
The Term/RCF
Borrower shall pay all
accrued interest on each
Senior RCF 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
RCF 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 RCF Loan has successive Interest Periods -
10.1.1
commencing on
(and including)
the
Utilisation Date
(in respect
of the
first
Interest
Period
for
that
Senior
RCF
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
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
the
Senior
RCF
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
RCF Loan which became
due on
a
day
which
was not
the
last
day of
an
Interest Period
relating
to
that
Senior RCF
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 RCF
Loan.
10.3
Consolidation of Loans
On each Interest Payment Date, all Senior RCF Loans utilised by the Term/RCF
Borrower
under the Senior
RCF that remain
outstanding will be consolidated
and treated as a
single
Senior RCF
Loan outstanding
and owing
by the
Term/RCF Borrower under
the Senior
RCF.
10.4
No overrunning the Final Maturity Date
If
an
Interest
Period
for
a
Senior
RCF
Loan
would
otherwise
extend
beyond
the
Final
Maturity Date,
it will
be shortened so
that it
ends on
the Final
Maturity Date.
This clause
10.4
(
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.
10.5
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.
11
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.
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.
12
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
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
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.
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.
14
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 RCF LENDERS
Name of Original Senior RCF 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 RCF 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 a Senior RCF 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]/[A permitted
purpose other
than 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 RCF Loan must be credited to
[
account
].
5
This Utilisation Request is irrevocable.
Yours
faithfully,
…………………………………
authorised signatory for:
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
2
SIGNATURE PAGES
Signed at Sandton
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
3
Signed at Sandton
on 27 February
2025
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
(as
Original Senior
RCF 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
4
Signed at Sandon
on 27 February
2025
for
INVESTEC BANK LIMITED,
ACTING
THROUGH ITS INVESTMENT
BANKING DIVISION: CORPORATE
SOLUTIONS
(as
Original Senior RCF
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
5
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