EX-10.52 14 ex1052.htm EX-10.52 ex1052
ex1052p1i0
 
 
 
1
Facility letter no: CM/02/Lesaka/2025
27 February
 
2025
The
Directors
Lesaka Technologies Proprietary Limited
4th Floor President Place
Cnr. Jan Smuts Avenue & Bolton Road,
 
Rosebank
Johannesburg
South Africa 2196
Attention:
 
Daniel Smith (Group
 
Chief Financial Officer)
GENERAL BANKING
 
FACILITY AGREEMENT
FIRSTRAND
 
BANK
 
LIMITED
 
(Reg.
 
No.
 
1929/001225/06)
 
(“
the
 
Bank
”),
 
has
 
pleasure
 
in
 
offering
 
Lesaka
Technologies
 
Proprietary
 
Limited,
 
registration
 
number
 
2002/031446/07
 
and
 
each
 
entity
 
which
 
has
 
executed
 
this
General
 
Banking
 
Facility
 
Agreement
 
(also
 
referred
 
to
 
herein
 
as
 
the
 
“
General
 
Banking
 
Facility
 
Agreement
”),
(individually "
the Borrower
”, collectively
 
“
the Borrowers
”), the
 
general banking
 
facilities described
 
below
(“
the
Facility
”
and
 
each
 
a
“
Facility
”)
,
 
subject
 
to
 
the
 
terms
 
and
 
conditions
 
set
 
out
 
in
 
this
 
General
 
Banking
 
Facility
Agreement and the Bank’s General Terms and Conditions Version
 
GTC0118NS
(“
the GTC’s
”).
RECORDAL: COMMON
 
TERMS AGREEMENT
Utilisation
 
of
 
the
 
Facilities
 
recorded
 
in
 
this
 
General
 
Banking
 
Facility
 
Agreement
 
are
 
subject
 
to
 
the
 
terms
 
and
conditions
 
of the
 
Common Terms
 
Agreement entered
 
into
 
on
 
or
 
about
 
the
 
date of
 
this
 
General Banking
 
Facility
Agreement
 
by
 
and
 
between,
 
amongst
 
others,
 
Lesaka
 
Technologies,
 
Inc.
 
(as
 
the
 
Holdco),
 
Lesaka
 
Technologies
Proprietary Limited,
 
registration number
 
2002/031446/07 (as
 
the Term/RCF
 
Borrower), the
 
WCF Borrowers
 
and
FirstRand Bank
 
Limited (acting
 
through its Rand
 
Merchant Bank
 
division) (as
 
original Senior Lenders) (the “
CTA
”)
which
 
are
 
incorporated
 
by
 
reference
 
herein.
 
This
 
General
 
Banking
 
Facility
 
Agreement
 
constitutes
 
a
 
Finance
Document as defined in CTA.
Capitalised terms not otherwise
 
defined herein shall
 
bear the meaning
 
ascribed to them in
 
the CTA.
1 Merchant Place
PO Box 786273
Switchboard
+27 11 282 8000
Cnr Fredman Dr and Rivonia Rd
Sandton 2196
Sandton 2146
South Africa
Website
rmb.co.za
Exhibit 10.52
2
The obligation
 
of the
 
Bank to
 
make
 
the facilities
 
(or any
 
of
 
them) available
 
under this
 
General Banking
 
Facility
Agreement and to
 
allow any utilisation
 
under any of
 
the facilities under
 
this General Banking
 
Facility Agreement,
and
 
the
 
right
 
of
 
each
 
WCF
 
Borrower
 
to
 
utilise
 
any
 
facility
 
under
 
this
 
General
 
Banking
 
Facility
 
Agreement,
 
are
subject
 
to
 
fulfilment of
 
the
 
initial
 
conditions precedent
 
(the "
Initial
 
Conditions
 
Precedent
")
 
(as
 
provided for
 
in
clauses 5.1) of the CTA and the Special Terms
 
set forth below.
1
FACILITIES
1.1.
Short Term Direct
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07) Easy
Pay Financial Services (Pty) Ltd (Reg. no.
1998/020799/07)
Cash Connect Management
 
Solutions Proprietary Limited
 
(Reg.
no. 2006/010530/07)
Main Street 1723
 
Proprietary Limited (Reg.
 
no. 2019/300711/07) Adumo
(RF) Proprietary Limited (Reg. no.
2017/540380/07
)
Facility Amount:
 
R700,901,000
(seven hundred million
 
nine hundred and
 
one thousand Rand).
Utilisation:
 
General Banking
 
Products.
Term of Facility:
 
Demand Facility.
Special Terms:
 
The granting and continued
 
use of this Short Term Direct facility is subject
 
to the
following conditions:
●
The utilisation of
 
this Facility by Cash
 
Connect Management
Solutions (Pty) Ltd may not exceed R170,000,000;
●
The utilisation of this
 
Facility by Main Street
 
1723 Proprietary
Limited may not exceed R100,000,000;
●
The utilisation of this
 
Facility by Adumo (RF)
 
Proprietary Limited
may not exceed R3,500,000.
3
1.2.
Short Term Direct
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07) Cash
Connect Management Solutions (Pty) Ltd (Reg. no.
2006/010530/07)
Main Street 1723
 
Proprietary Limited (Reg.
 
no. 2019/300711/07)
Facility Amount:
 
R7,500,000 (seven million five hundred thousand Rand).
Utilisation:
 
Corporate Credit
 
Cards.
Term of Facility:
 
Demand Facility.
Special Terms:
 
The granting and continued
 
use of this Short Term Direct facility is subject
 
to the
following conditions:
●
The utilisation of
 
this Facility by Lesaka
 
Technologies Proprietary may
not exceed an aggregate amount of R5,000,000;
●
The utilisation of
 
this Facility by Cash
 
Connect Management
Solutions (Pty) Ltd, may not exceed R1,000,000; and
●
The utilisation of this
 
Facility by Main Street
 
1723 Proprietary
Limited may not exceed R1,500,000.
1.3.
Short Term Direct
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07)
Facility Amount:
 
R12,000,000 (twelve million Rand).
Utilisation:
 
Auto Cards. Term
of Facility:
 
Demand Facility.
4
1.4.
Short Term Direct
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07)
Cash Connect Management
 
Solutions Proprietary Limited (Reg.
no.
2006/010530/07)
Main
 
Street
 
1723
 
Proprietary
 
Limited
 
(Reg.
 
no.
 
2019/300711/07)
Facility
 
Amount:
 
R23,500,000
 
(twenty
 
three
 
million
 
five
 
hundred
 
thousand
 
Rand).
Utilisation:
 
Fleet Cards.
Term of Facility:
 
Demand Facility.
Special Terms:
 
The granting and continued
 
use of this Short Term Direct facility is
 
subject to the
following conditions:
●
The utilisation of
 
this Facility by Lesaka
 
Technologies Proprietary
Limited, may not exceed R20,500,000;
●
The utilisation of
 
this Facility by Cash
 
Connect Management
Solutions (Pty) Ltd, may not exceed R1,000,000; and
●
The utilisation of this
 
Facility by Main Street
 
1723 Proprietary
Limited may not exceed R2,000,000.
1.5.
Short Term Contingent
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07)
Cash Connect Management
 
Solutions Proprietary Limited
 
(Reg.
no. 2006/010530/07)
Main Street 1723 (Pty) Ltd (Reg. no. 2019/300711/07) Facility
Amount:
 
R4,700,000 (four million
 
seven hundred thousand
 
Rand).
Utilisation:
 
Guarantees.
Term of Facility:
 
Demand Facility.
Special Terms:
 
The granting and continued
 
use of this Short Term Contingent facility
 
is
subject thereto that.
5
●
Individual guarantees issued under this Facility must be in the format
acceptable to the Bank and must have expiry dates not exceeding 12
(twelve) months from date of issue, alternatively same
 
must provide for
notice of cancellation by
 
the Bank with the notice period
 
not to exceed
3 (three) months;
●
The utilisation of this Facility by Cash Connect Management
Solutions Proprietary Limited,
 
may not exceed R2,350,000;
 
and
●
The utilisation of this
 
Facility by Main Street
 
1723 Proprietary
Limited may not exceed R2,350,000.
1.6.
Long Term Contingent
Borrower/s:
 
Cash Connect Management
 
Solutions Proprietary Limited
 
(Reg.
no. 2006/010530/07)
Main Street 1723
 
Proprietary Limited (Reg.
 
no. 2019/300711/07)
Facility Amount:
 
R6,000,000 (six million Rand).
Utilisation:
 
Financial guarantees.
Term of Facility:
 
Demand Facility.
Special Terms:
 
Individual guarantees issued under
 
this Facility must be
 
in the format
acceptable to the Bank;
●
The utilisation of
 
this Facility by Cash
 
Connect Management
Solutions (Pty) Ltd, may not exceed R2,000,000; and
●
The utilisation of this
 
Facility by Main Street
 
1723 Proprietary
Limited may not exceed R4,000,000.
1.7.
Long Term Contingent
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07)
Facility Amount:
 
R28,000,000 (twenty eight million Rand).
Utilisation:
 
Guarantee/s in favour
 
of the City
 
of Cape Town;
Term of Facility:
 
Demand Facility.
6
Special Terms:
 
The granting and continued
 
use of this Long Term Contingent facility
 
is
subject thereto that:
●
Individual guarantees issued under
 
this Facility must be
 
in the format
acceptable to the Bank and must have expiry dates not exceeding
 
30 June
2025, alternatively same must provide for notice of
cancellation by the Bank with
 
the notice period not
 
to exceed 3 (three) months.
1.8.
Long Term Contingent
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07)
Facility Amount:
 
R5,000,000 (five million Rand).
Utilisation:
 
Guarantee/s in favour
 
of Eskom Holdings
 
SOC Ltd.
Term of Facility:
 
Demand Facility.
Special Terms:
 
The granting and continued use of this Long Term Contingent facility is subject
thereto that individual guarantees
 
issued under this Facility
 
must be in the
format acceptable to the Bank and must have expiry dates not exceeding
 
4
years from date of issue.
1.9.
Short Term Pre-Settlement
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07)
Cash Connect Management
 
Solutions Proprietary Limited
 
(Reg.
no. 2006/010530/07)
Facility Amount:
 
R14,000,000 (fourteen
 
million Rand) (margined).
Utilisation:
 
Forward Exchange Contracts.
Term of Facility:
 
Demand Facility.
Special Terms:
 
The granting and continued
 
use of this Short Term Pre-Settlement facility
 
is
subject thereto that:
7
●
The utilisation of this
 
Facility by Cash Connect
 
Management Solutions
Proprietary Limited may not exceed R2,000,000; and
●
The utilisation of
 
this Facility by Lesaka
 
Technologies Proprietary
Limited may not exceed R12,000,000.
1.10.
Settlement
Borrower/s:
 
Lesaka Technologies Proprietary Limited
 
(Reg. no. 2002/031446/07)
Cash Connect Management
 
Solutions Proprietary Limited
 
(Reg.
no. 2006/010530/07)
EasyPay Proprietary Limited
 
(Reg. no. 1983/008597/07)
Cash Connect Rentals
 
Proprietary Limited (Reg.
 
no. 2009/007139/07)
Facility Amount:
 
R326,000,000 (Three hundred and twenty six million Rands).
Utilisation:
 
Settlement. Term
of Facility:
 
Demand Facility.
Special Terms:
 
The granting and continued
 
use of this Settlement facility
 
is subject thereto that:
●
The
 
total
 
Facility
 
Amount
 
of
 
this
 
Settlement
 
Facility
 
will
 
be
 
made
 
available
for utilisation by the
 
Borrower/s for the
 
first 6 (six) days of
 
each month. On the
7
th
 
day
 
of
 
each
 
month,
 
the
 
Facility
 
Amount
 
of
 
this
 
Settlement
 
Facility
 
will
automatically
 
reduce
 
to
 
R50,000,000
 
(fifty
 
million
 
Rand),
 
without
 
further
notice to the Borrower/s.
2
FURTHER SPECIAL TERMS TO THE
 
FACILITIES.
2.1.
The granting and
 
use of the
 
Facilities by a
 
Borrower is subject
 
to the fulfilment
 
of the
 
Initial Conditions
Precedent;
2.2.
The Borrowers and
 
the Bank agree that
 
the Single Balance Cash
 
Management Scheme (as defined
 
in the
GTC’s)
 
shall
 
apply
 
in
 
respect
 
of
 
the
 
Borrower’s
 
Demand
 
Deposit
 
Accounts
 
except
 
for
 
those
 
that
 
are
excluded by agreement.
8
3.
TERMS AND
 
CONDITIONS APPLICABLE TO THE
 
FACILITIES
3.1.
Subject to 2.2 below, the provisions
 
of the GTC’s (GTC0118NS) are incorporated
 
herein and shall apply to
each Facility and its utilisation.
3.2.
The
 
following
 
provisions
 
of
 
the
 
CTA
 
are
 
incorporated
 
mutatis
 
mutandis
 
by
 
reference
 
into
 
this
 
General
Banking Facility Agreement and shall apply to the Facilities as
 
if repeated herein in full:
3.3.
Clause 8.1 to clause
 
8.3 (Prepayment and Cancellation).
3.4.
Clause 14 (Tax Gross-Up, Tax Indemnity)
3.5.
Clause 15 (Changes in
 
Costs);
3.6.
Clause 20 (Representations);
3.7.
Clause 21 (Information
 
Undertakings);
3.8.
Clause 23 (General
 
Undertakings); and
3.9.
Clause 24 (Events of
 
Default).
Neither the
 
expiry or
 
termination of
 
any provision
 
of the
 
CTA
 
nor the
 
repayment of
 
the indebtedness
 
or
cancellation
 
of
 
the
 
commitments
 
thereunder
 
shall
 
affect
 
the
 
operation
 
and/or
 
enforceability
 
of
 
any
provision of the
 
CTA
 
which is incorporated by
 
reference in this
 
General Banking Facility Agreement and
such
 
provision
 
shall
 
remain
 
of
 
full
 
force
 
and
 
effect
 
as
 
incorporated
 
in
 
this
 
General
 
Banking
 
Facility
Agreement as though
 
such expiry, termination, repayment
 
and/or cancellation has not occurred.
3.10.
Utilisation of
 
a Facility
 
may be
 
also subject
 
to the
 
relevant Borrower
 
being required
 
to conclude
 
further
agreement(s) and/or document(s) in relation to specific banking products
 
(“
Transaction Annexure/s
”).
3.11.
Any inconsistency
 
between the
 
provisions of this
 
General Banking Facility
 
Agreement, the
 
provisions of
the
 
CTA
 
which
 
is
 
incorporated
 
by
 
reference
 
herein,
 
the
 
GTC’s
 
and/or
 
a
 
Transaction
 
Annexure
 
will
 
be
resolved by applying the following (descending) order of preference:
3.11.1.
a/the Transaction Annexure/s;
3.11.2.
This General
 
Banking Facility Agreement
 
;
9
3.11.3.
the CTA; and
3.11.4.
the GTC’s.
3.12
For so long as the provisions of the CTA apply to the General Banking Facility Agreement, the
 
following
provisions of the CTA will override the following provisions of the GTC's:
3.12.1
Clause 14 (Tax Gross-up and
 
indemnities) of the CTA replaces clauses
 
7.2 and 7.3 of
 
the GTC's;
3.12.2
Clause 20 (Representations)
 
of the CTA replaces clause
 
9 (Warranties) of the GTC's;
3.12.3
Clauses 21 (Information Undertakings), 22 (Financial
 
Covenants) and 23 (General Undertakings) of the
CTA replaces clause 10 (Undertakings) of the GTC's;
3.12.4
Clause 15 (Changes in Costs) of the CTA replaces Clause 11 (Change in Circumstances) of the GTC's;
3.12.5
Clause
 
8.3
 
(Mandatory
 
prepayment
 
–
 
change
 
of
 
control
 
or
 
transfer
 
of
 
business)
 
of
 
the
 
CTA replaces
Clause 13 (Change in Control) of the GTC's;
3.12.6
Clause 24 (Events of
 
Default) of the CTA replaces Clause
 
14 (Events of Defaults
 
of the GTC's);
3.12.7
Clause
 
34
 
(Notices)
 
of
 
the
 
CTA
 
replaces
 
Clause
 
17
 
(Notices
 
and
 
Addresses
 
for
 
Legal
Proceedings) of the GTC's;
3.12.8
Clauses 23.19 (Environmental Matters) replaces clause 23 (Environmental
 
Responsibility) of the GTC's;
3.12.9
Clause 25 (Changes
 
to Lenders) replaces
 
clause 22.2 of the
 
GTC's;
3.12.10
Clause 18 (Costs and
 
Expenses) of the
 
CTA replaces clause 25 (Costs) of the
 
GTC's; and
3.12.11
Clause 36
 
(Confidentiality) of
 
the CTA replaces
 
clause 26
 
(Disclosures and
 
Privacy) of
 
the GTC's.
3.13.
In amplification of the above, where any definition
 
(including the events of default), representation,
 
warranty
or undertaking is reflected or given in more than one of the above documents in respect of substantially the
same matter, the definition, event of default, representation, warranty or undertaking reflected or given in a
particular
 
document
 
will
 
apply
 
to
 
the
 
exclusion
 
of
 
(and
 
not
 
co-
 
extensively
 
with)
 
the
 
corresponding
definition,
 
representation,
 
warranty
 
or
 
undertaking
 
given
 
in
 
any
 
document
 
below
 
it
 
in
 
the
 
order
 
of
preference stated above.
10
3.14
 
Words
 
and phrases
 
defined in
 
the GTC’s
 
shall bear
 
the same
 
meaning assigned
 
to them
 
when used
 
in
 
this
General Banking Facility Agreement unless the contrary is indicated.
4.
DEBT GUARANTOR AND
 
RELATED SECURITY
4.1
The
 
Facilities
 
shall
 
be
 
secured,
inter
 
alia
,
 
by
 
all
 
the
 
Security
 
Documents
 
and
 
guarantees
 
required under the
CTA, including but not limited to the following:
4.1.1
Security Cession & Pledge;
4.1.2
The Holdco Cession &
 
Pledge;
4.1.3
The Transaction Security (Annexure
 
G of the CTA);
4.1.5
the Guarantee and Indemnity
 
set out in clause 19
 
of the CTA; and
4.1.6
The Debt Guarantee.
5.
FINANCIAL COVENANTS
5.1.
The Borrower
 
shall ensure that
 
for the
 
duration of each
 
Facility,
 
the Financial Covenants
 
as provided for
in clause 22 of the CTA
 
are maintained, with the same measurement periods as provided for therein being
applied.
5.2.
In the event that the CTA is settled or terminated prior to the
 
termination of any Facility, the Bank reserves
the
 
right
 
to
 
amend
 
or
 
continue
 
to
 
apply
 
the
 
Financial
 
Covenants
 
to
 
the
 
Facilities.
 
In
 
the
 
event
 
of
 
the
Borrower not
 
accepting any
 
such
 
amended financial
 
covenants the
 
Bank reserves
 
the right
 
to cancel
 
the
Facilities whereupon all amounts outstanding under the Facilities will become
 
due and payable.
6.
AVAILABILITY
 
OF THE FACILITY
6.1
Subject to the terms of this General Banking Facility
 
Agreement, each Facility shall be made available by
the Bank to the relevant Borrower as and when required by the Borrower, provided that:
6.1.1
the
 
aggregate
 
of
 
all
 
amounts
 
utilised
 
under
 
each
 
Facility
 
at
 
any
 
time
 
shall
 
not,
 
at
 
any
 
time
 
exceed
 
the
facility limit of that Facility;
11
6.1.2
the
 
aggregate
 
amount
 
of
 
the
 
face
 
value
 
of
 
any
 
guarantees
 
and/or
 
letters
 
of
 
credit
 
issued
 
against
 
the
relevant Facilities
 
and which
 
remain in
 
issue and
 
all amounts
 
utilised under
 
the relevant
 
Facilities at any
time in
 
the form
 
of guarantees
 
and/or letters
 
of credit
 
shall not,
 
at any
 
time exceed the facility
 
limits; and
6.1.3
save
 
for
 
the
 
requirement
 
for
 
the
 
delivery
 
of
 
any
 
drawdown
 
or
 
other
 
request
 
in
 
connection
 
with
 
the
utilisation of any Facility
 
and save for an
 
Event of Default or
 
a breach of any
 
of the terms and
 
conditions
of this
 
General Banking Facility Agreement
 
or the CTA,
 
the Initial Conditions
 
Precedent have
 
then been
satisfied (or waived by the Bank in writing).
7.
EVENT OF DEFAULT
7.1.
If an Event of Default has occurred and is continuing
 
the Bank shall have the right to immediately suspend
and cancel each
 
Facility, and,
 
without prejudice to any
 
other rights which
 
the Bank may have
 
pursuant to
the
 
CTA
 
or
 
at
 
law,
 
to
 
require
 
the
 
Borrower
 
to
 
immediately
 
repay
 
all
 
amounts
 
outstanding
 
under
 
each
Facility in terms of this General Banking Facility Agreement.
7.2.
Should
 
any
 
Borrower
 
at
 
any
 
time
 
become
 
obliged
 
to
 
make
 
any
 
mandatory
 
prepayments
 
(under
 
the
provisions of clause 8 of the CTA)
 
or to pay any or all
 
amounts outstanding on any or all of
 
the Facilities,
then that Borrower shall on the date on
 
which that Borrower becomes liable to make
 
such payments place
on
 
deposit
 
in
 
an
 
interest
 
bearing
 
account
 
with
 
the
 
Bank
 
an
 
amount
 
equal
 
to
 
all
 
contingent
 
and
 
pre-
settlement exposure (including but not limited to guarantees and/or forward exchange
 
contracts liabilities)
of
 
the
 
Bank
 
under
 
the
 
Facilities
 
which
 
are
 
not
 
yet
 
due
 
and
 
payable.
 
Should
 
any
 
deposit
 
be
 
made
 
as
aforesaid,
 
that
 
Borrower
 
hereby
 
pledges
 
and
 
cedes
 
(but
 
not
 
an
 
out
 
and
 
out
 
cession)
 
all
 
amounts
 
so
deposited
 
and
 
all
 
rights
 
in
 
and
 
to
 
such
 
account
 
to
 
the
 
Bank
 
as
 
continuing
 
covering
 
security
 
for
 
that
Borrower's obligations with regard
 
to such liabilities,
 
provided that in the
 
event of such
 
liabilities ceasing
to exist, the
 
amount of the deposit
 
that would not
 
be required to
 
discharge the
 
liability shall thereupon
 
be
returned to the relevant Borrower.
8.
REPAYMENT
8.1.
Notwithstanding the provisions
 
of clause 7
 
above, where a
 
Facility is a
 
demand facility,
 
the Bank may
 
at
any time, by way of written notice:
8.1.1.
demand immediate
 
repayment and/or
 
performance by
 
the Borrowers
 
of all
 
amounts and/or all
obligations owing to the Bank under the Facilities; and/or
12
8.1.2.
immediately terminate
 
the Facilities;
and in
 
any such
 
event the
 
Borrowers shall
 
be obliged
 
to immediately
 
repay all
 
amounts owing
 
under the
Facilities and/or to immediately perform all its obligations under
 
the Facilities, as the case may be.
8.2.
Notwithstanding
 
clause
 
8.1,
 
the
 
Bank
 
may
 
in
 
its
 
discretion
 
require
 
repayment
 
or
 
performance
 
by
 
the
Borrowers of their obligations
 
or termination of
 
the Facilities at such
 
later date as may
 
appear in the notice.
8.3.
All payments and/or monies received by the Bank shall
 
be appropriated firstly in settlement of the
 
Bank’s
costs and
 
fees, thereafter
 
to the
 
arrear or
 
penalty interest
 
(if any),
 
thereafter to
 
interest, and
 
thereafter the
balance (if any)
 
to the principal
 
debt due and/or
 
owing to the
 
Bank, provided that the
 
longest outstanding
principal debt due and/or owing shall be settled first.
8.4.
The Bank shall have the right
 
to debit to an account at
 
the Bank in the name of
 
any Borrower any costs and
fees
 
for
 
which
 
the
 
Borrowers
 
are
 
liable
 
and
 
all
 
amounts
 
paid
 
by
 
the
 
Bank
 
for
 
and
 
on
 
behalf
 
of
 
the
Borrowers pursuant
 
to the
 
provision of
 
the
 
Facilities, as
 
well as
 
any interest
 
(including
 
penalty
 
interest)
accruing on the Facilities, in terms of the Facility Terms and Condition.
9.
EXISTING AGREEMENTS
 
AND ROLLOVER
The
 
Parties
 
record
 
that
 
the
 
Bank
 
has
 
made
 
facilities
 
available
 
to
 
the
 
Borrowers
 
under
 
the
 
Existing
 
GBF
Agreements (defined
 
below). The
 
Parties agree
 
that, on
 
and with
 
effect from
 
the date
 
on which
 
this General
Banking Facility
 
Agreement becomes
 
unconditional according
 
to its
 
terms, any
 
utilisation, including
 
but
 
not
limited
 
to
 
any
 
overdraft
 
exposure,
 
term
 
loan
 
outstandings,
 
guarantees
 
or
 
Letters
 
of
 
credit
 
issued
 
or
 
FEC’s
entered into and/or any other banking accommodation granted or
 
in respect of any other
 
products provided by
the
 
bank
 
to
 
the
 
borrowers
 
and
 
correspondingly
 
marked
 
against
 
the
 
particular
 
product
 
line
 
as
 
well
 
as
 
any
associated
 
documents
 
which
 
relate
 
to
 
such
 
utilisation,
 
issue
 
or
 
banking
 
accommodation,
 
provided
 
under
Facility Letter no: LM/CCMS/01/2021
 
and Facility Letter no:
 
CM/01/LesakaBridge/2024, as
amended (each
an “Existing GBF
 
Agreement”
and collectively
“the Existing
 
GBF Agreements”)
shall be deemed
 
to be a
utilisation
 
under
 
the
 
corresponding
 
Facility
 
under
 
this
 
General
 
Banking
 
Facility
 
Agreement
 
and
 
shall
 
be
subject to
 
the terms
 
and conditions
 
of this
 
General Banking
 
Facility Agreement, as
 
read with
 
the GTC’s
 
and
each existing utilisation made
 
by a Borrower under the Existing GBF Agreements, which remains outstanding
in relation
 
to the
 
Bank (“
the GBF Rollover Utilisation
”):-
13
9.1.
is hereby transferred and assigned to the Borrowers without any notice
 
or other action by any person;
9.2.
each GBF Rollover
 
Utilisation will be
 
deemed to be
 
a utilisation made
 
by a Borrower
 
under this General
Banking Facility Agreement and
 
shall continue in force
 
for the full
 
duration of its
 
original tenor under an
Existing GBF Agreements, provided that:
a)
the rights
 
and obligations
 
of the
 
Parties under
 
any transaction
 
annexures or
 
similar documents originally
signed by
 
a Borrower
 
in connection
 
with any
 
such GBF
 
Rollover Utilisation,
 
shall continue
 
to be
 
of
full
 
force
 
and
 
effect
 
in
 
relation
 
to
 
the
 
GBF
 
Rollover
 
Utilisation
 
to
 
which
 
it
 
relates
 
until
 
that
 
GBF
Rollover Utilisation is repaid or otherwise discharged hereunder;
b)
the rights
 
and obligations
 
of the
 
Parties in
 
respect of
 
that GBF
 
Rollover Utilisation
 
shall in
 
all other
respects be subject
 
to the terms
 
of this General
 
Banking Facility
 
Agreement (as
 
if it were a utilisation
 
of
a Facility originally made by the Borrower under this General Banking Facility
 
Agreement).
10.
PRICING AND COMMITMENT
 
FEES
10.1.
Pricing (including applicable interest rates, commitment fees and other pricing) will be in accordance with
the Bank's usual
 
fees in force
 
from time to time,
 
save to the
 
extent that the Bank
 
and the
 
Borrowers have
agreed otherwise in terms of a written pricing schedule or agreement
 
(“t
he Pricing Letter
”).
10.2.
Commitment Fee effective date: where
 
a commitment fee is
 
payable on any Facility
 
in accordance with the
terms of
 
this General
 
Banking Facility
 
Agreement or
 
a separate
 
Pricing Letter,
 
such fee
 
is effective
 
and
payable from the date the
 
Bank makes the Facility
 
available to the Borrower.
 
This applies
 
equally to
 
any
increase,
 
temporary
 
increase
 
or
 
seasonal
 
increase
 
and
 
temporary
 
facility
 
which
 
the
 
Bank
 
may
 
make
available.
10.3.
The initial pricing on the Facility listed in clause 1.1 above will be set out below, but subject to the Bank’s
annual pricing review:
Interest Rate:
 
Prime Rate less
50bps
(fifty basis points).
In
 
this
 
regards
 
“Prime
 
Rate”
 
means
 
the
 
interest
 
rate
 
from
 
time
 
to
 
time
published
 
by
 
the
 
Bank
 
as
 
being
 
its
 
prime
 
overdraft rate,
 
calculated
 
on
 
a
365
 
(three
 
hundred
 
and
 
sixty-five)
 
day
 
year
 
irrespective
 
of
14
whether the
 
applicable year is
 
a leap
 
year,
 
as certified by
 
any manager
 
of
the Bank, whose
 
appointment and
 
designation need
 
not be proven.
Interest
 
will
 
be
 
levied
 
at
 
the
 
Interest
 
Rate
 
and
 
compounded
 
monthly.
Interest
 
shall
 
be
 
calculated
 
on
 
the
 
daily
 
outstanding
 
balance
 
and
capitalised monthly in arrears.
Commitment Fee:
70bps
(seventy
 
basis
 
points)
 
per
 
annum
 
(excluding
 
VAT),
 
where
utilisation
 
of
 
this
 
Facility
 
is
 
less
 
than
 
90%,
 
will
 
be
 
calculated
 
daily
 
and
payable monthly in arrears.
Annual Review Fee:
15bps
(fifteen basis points)
 
excluding VAT.
Capital Holding Fee:
94bps
(ninety four basis
 
points) (excluding VAT)
 
per annum, on
 
the
Facility
 
Amount
 
as
 
described
 
in
 
clause
 
1.1
 
above,
 
calculated
 
daily
 
and
payable monthly in arrears.
11.
ACCEPTANCE
Although the Bank intends to review the Facilities
 
annually, the Bank may conduct the review at any time.
This
 
General
 
Banking
 
Facility
 
Agreement,
 
if
 
accepted,
 
will
 
be
 
in
 
substitution
 
of
 
and
 
not
 
in
 
addition
 
to
 
all
previous
 
Facility
 
Letters
 
provided
 
to
 
the
 
Borrowers,
 
including
 
but
 
not
 
limited
 
to
 
the
 
Existing
 
GBF
Agreements;
Please acknowledge your agreement to the above by signing the two originals of this General Banking Facility
Agreement and
 
initialling the
 
GTC’s
 
and returning
 
one of
 
each to
 
us. You
 
should retain
 
the
 
other duplicate
original for yourself.
This
 
General Banking
 
Facility 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
 
the
 
General
 
Banking
 
Facility
Agreement.
We
thank you for your
 
support and look forward to
 
conducting business with you in
 
future. Yours
faithfully
 
 
 
 
 
15
For and behalf of:
 
FirstRand Bank Limited
(acting through its Rand
 
Merchant Bank division).
/s/ Wally Laurens
 
/s/ Kedy Mazibuko
Authorised signatory
 
Authorised signatory
 
Accepted at ….CAPE TOWN....………………...........
 
this …27…….. day
 
of February
 
2025.
For and on behalf
 
of: Lesaka Technologies Proprietary Limited (Reg. No.
2002/031446/07)
Naeem Ebrahim Kola
Full name of duly
 
authorised signatory
 
Full name of
 
duly authorised signatory
GCOO
Capacity / Office
 
Capacity / Office
/s/ Naeem Ebrahim Kola
Signature (who warrants
 
his/her authority)
 
Signature (who
 
warrants his/her authority)
 
 
 
 
 
 
 
 
 
16
For and on behalf
 
of: Cash Connect Management
 
Solutions Proprietary Limited (Reg. no.
2006/010530/07)
Naeem Ebrahim Kola
Full name of duly
 
authorised signatory
 
Full name of
 
duly authorised signatory
GCOO
Capacity / Office
 
Capacity / Office
/s/ Naeem Ebrahim Kola
Signature (who warrants
 
his/her authority)
 
Signature (who
 
warrants his/her authority
For and on behalf
 
of: Easy Pay Financial
 
Services Proprietary Limited (Reg.
 
No.
1998/020799/07)
Naeem Ebrahim Kola
Full name of duly
 
authorised signatory
 
Full name of
 
duly authorised signatory
GCOO
Capacity / Office
 
Capacity / Office
/s/ Naeem Ebrahim Kola
Signature (who warrants
 
his/her authority)
 
Signature (who
 
warrants his/her authority
 
 
 
 
 
 
 
 
 
 
17
For and on behalf
 
of: Adumo (RF) Proprietary
 
Limited (Reg.
No. 2017/540380/07)
Daniel Luke Smith
Full name of duly
 
authorised signatory
 
Full name of
 
duly authorised signatory
Director
Capacity / Office
 
Capacity / Office
/s/ Daniel Luke Smith
Signature (who warrants
 
his/her authority)
 
Signature (who
 
warrants his/her authority
For and on behalf
 
of: EasyPay Proprietary Limited
 
(Reg.
no. 1983/008597/07)
Naeem Ebrahim Kola
Full name of duly
 
authorised signatory
 
Full name of
 
duly authorised signatory
GCOO
Capacity / Office
 
Capacity / Office
/s/ Naeem Ebrahim Kola
 
 
 
 
 
 
 
 
 
 
18
For and on behalf
 
of: Main Street 1723
 
Proprietary Limited
(Reg. no. 2019/300711/07)
Naeem Ebrahim Kola
Full name of duly
 
authorised signatory
 
Full name of
 
duly authorised signatory
GCOO
Capacity / Office
 
Capacity / Office
/s/ Naeem Ebrahim Kola
Signature (who warrants
 
his/her authority)
 
Signature (who
 
warrants his/her authority
For and on behalf
 
of: Cash Connect Rentals
 
Proprietary Limited (Reg. no.
2009/007139/07)
Steven John Heilbron
Full name of duly
 
authorised signatory
 
Full name of duly
 
authorised signatory
Director
Capacity / Office
 
Capacity / Office
/s/ Steven John Heilbron