Announcements

GCR affirms the final, public ratings accorded to the Notes issued by Fintech Receivables 2 (RF) Lim

Johannesburg, 27 February 2015 — Global Credit Rating Co. (‘GCR’) has affirmed the final, public long term credit ratings accorded to the following notes (collectively the ‘Notes’) issued by Fintech Receivables 2 (RF) Limited (‘FR2’ or the ‘Transaction’) on 15 August 2013.

ZAR 519m, Class A floating rate notes, stock code FR2A4A, due 15 September 2023:…….‘AAA(ZA)(sf)’, Outlook Stable.

ZAR 54m, Class B floating rate notes, stock code FR2A4B, due 15 September 2023:……….‘AA(ZA)(sf)’, Outlook Stable.

ZAR 49m, Class C floating rate notes, stock code FR2A4C, due 15 September 2023:…….…..‘A(ZA)(sf)’, Outlook Stable.

ZAR 43m, Class D floating rate notes, stock code FR2A4D, due 15 September 2023:……..‘BBB(ZA)(sf)’, Outlook Stable.

FR2 is a public securitisation of equipment leases originated by Fintech Underwriting (Pty) Limited (‘FUN’), a wholly-owned subsidiary of Fintech (Propriety) Limited (‘Fintech’). The Notes were issued on 15 August 2013 as indicated above. In addition, a subordinated loan of R56.5m was provided to FR2 by Fintech. The proceeds of the notes issued and the subordinated loan were used to fund FR2’s portfolio of equipment leases.

On 27 November 2014, Sasfin Bank entered into an agreement with Fintech to acquire Fintech and, as such, will see Fintech become a wholly owned subsidiary of Sasfin. The expected closing date of the Acquisition is 30 June 2015. Please refer to the relevant SENS announcements in this regard for more information. The acquisition is not deemed to have a rating impact until such a point as it is closed. GCR will deem the relevance of rating impact at that time.

RATING RATIONALE

The rating of the Notes is derived by applying GCR’s Global Consumer ABS Rating Criteria and Global Structured Finance Rating Criteria. GCR reviewed the performance of leases originated by FUN in respect of FR2 for the period from Q1 2004 to Q4 2014. GCR was provided with the applicable monthly management reporting packs and investor reporting packs for the term relating to the review period. For more information, please read the Fintech Receivables 2 (RF) Limited – February 2015 Surveillance Report to be published in February 2015. The Surveillance Report is available to subscribers of GCR’s Structured Finance subscription service.

GCR noted that no Stop Issuance Events or Stop Purchase covenants were breached over the review period, with the Arrears Reserve being maintained well above the required level of 75%. In percentage terms, the arrears reserve accounted for an unchanged 100% of aggregate nominal NPLs and legal accounts as at end December 2014 (100% at end June 2014). In terms of Portfolio Eligibility Criteria covenants, there were no concentration criteria breaches. Noting that three notable bad debt write-offs were reported over the review period (September (R2.6m), October (R6.7m) and December 2014 (R7.1m)), equating to R16.4m cumulatively. The Issuer attributed the September and October write-offs to First Strut and its subsidiary, Cosira, which went bankrupt due to fraud in 2013. The exposure was 100% held in the Arrears Reserve with the decision to write off the debt (as the collections and legal team expect recoveries to be highly unlikely) was taken in August 2014. The R7.1m written off relates to 21 legal accounts which had been fully provided for that were written-off by the legal team; it is noted recoveries are a possibility. Total write-offs of R16.9m were reported for the 6 month review period.

The final, public rating accorded to the ‘AAA(ZA)(sf)’ rated securities relates to timely payment of interest and ultimate payment of principal, whilst the ratings on all other securities relate to ultimate payment of interest and ultimate payment of principal. The ratings exclude an assessment of the ability of the Issuer to pay either any (early repayment) penalties or any default interest rate penalties.

NATIONAL SCALE RATINGS HISTORY

Initial rating (August/2013)

Class A (FR2A4A): AAA(ZA)(sf); Outlook: Stable

Class B (FR2A4B): AA(ZA)(sf); Outlook: Stable

Class C (FR2A4C): A(ZA)(sf); Outlook: Stable

Class D (FR2A4D): BBB(ZA)(sf); Outlook: Stable

Last rating (August/2014)

Class A (FR2A4A): AAA(ZA)(sf); Outlook: Stable

Class B (FR2A4B): AA(ZA)(sf); Outlook: Stable

Class C (FR2A4C): A(ZA)(sf); Outlook: Stable

Class D (FR2A4D): BBB(ZA)(sf); Outlook: Stable

ANALYTICAL CONTACTS

Credit Analyst

Mark Vrdoljak

+27 11 784 1771

markvrd@globalratings.net

Committee Chairperson

Sector Head: Structured Finance Ratings

Emma-Jane Fulcher

+27 11 784 1771.

fulcher@globalratings.net

APPLICABLE METHODOLOGIES AND RELATED RESEARCH

  • Global Structured Finance Rating Criteria – (revised February 2014);
  • Global Consumer ABS Rating Criteria (April 2014);
  • FR2 New Issuance Report (August 13).
  • FR2 Surveillance Report (August 14).

RATING LIMITATIONS AND DISCLAIMERS

ALL GCR’S CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://GLOBALRATINGS.NET/UNDERSTANDING-RATINGS. IN ADDITION, GCR’S RATING SCALES AND DEFINITIONS ARE ALSO AVAILABLE FOR DOWNLOAD AT THE FOLLOWING LINK: HTTP://GLOBALRATINGS.NET/RATINGS-INFO/RATING-SCALES-DEFINITIONS. GCR’S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, PUBLICATION TERMS AND CONDITIONS AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE AT HTTP://GLOBALRATINGS.NET.

GLOSSARY OF TERMS/ACRONYMS USED IN THIS DOCUMENT AS PER GCR’S STRUCTURED FINANCE GLOSSARY

Agent An agreement where one party (agent) concludes a juristic act on behalf of the other (principal). The agent undertakes to perform a task or mandate on behalf of the principal.
Agreement A negotiated and usually legally enforceable understanding between two or more legally competent parties.
arranger Usually an Investment bank that advises and constructs a transaction and acts as a conduit between the transaction parties: Client, Issuer, Credit Rating Agency, Investors, Legal Counsel and Servicers.
Arrears General term for non-performing obligations, i.e. obligations that are overdue.
Arrears Reserve An accounting provision made in a reserve fund for arrears.
Bad Debt A bad debt is an amount owed by a debtor that is unlikely to be paid when due, for example, to a company going into liquidation. This typically refers to default rather than delinquency.
Claim A formal request or demand.
Conduit A commercial lending entity that is established to purchase assets to securitise.
Covenant A provision that is indicative of performance. Covenants are either positive or negative. Positive covenants are activities that the borrower commits to, typically in its normal course of business. Negative covenants are certain limits and restrictions on the borrowers’ activities.
Credit A contractual agreement in which a borrower receives something of value now, and agrees to repay the lender at some date in the future, generally with interest. The term also refers to the borrowing capacity of an individual or company
Credit Rating An opinion regarding the creditworthiness of an entity, a security or financial instrument, or an issuer of securities or financial instruments, using an established and defined ranking system of rating categories.
Credit Rating Agency An entity that provides credit rating services.
Credit Risk The probability or likelihood that a borrower or issuer will not meet its debt obligations. Credit Risk can further be separated between current credit risk (immediate) and potential credit risk (deferred).
Creditworthiness An assessment of a debtor’s ability to meet debt obligations.
debt An obligation to repay a sum of money.
Debtor The party indebted or the person making repayments for its borrowings.
Default A default occurs when: 1.) The Borrower is unable to repay its debt obligations in full; 2.) A credit-loss event such as charge-off, specific provision or distressed restructuring involving the forgiveness or postponement of obligations; 3.) The borrower is past due more than X days on any debt obligations as defined in the transaction documents; 4.) The obligor has filed for bankruptcy or similar protection from creditors.
Delinquency When a receivable is overdue and not paid on its payment due date.
Eligibility Criteria Limitations imposed on the type and quality of assets that can be sold by the Originator / Servicer into the Securitisation vehicle which ensure the transaction will track the performance of historical data analysed as closely as possible.
Enforceable To make sure people do what is required by a law or rule et cetera.
Exposure Exposure is the amount of risk the holder of an asset or security is faced with as a consequence of holding the security or asset. For a company, its exposure may relate to a particular product class or customer grouping. Exposure may also arise from an overreliance on one source of funding.
Floating Rate Notes Debt securities that have a periodic interest rate reset in relation to the reference rate, i.e. JIBAR.
Issuer The party indebted or the person making repayments for its borrowings.
JIBAR Johannesburg Interbank Agreed Rate. A reference rate.
Lease Agreement or temporary use and enjoyment of a corporeal thing (movable or immovable property) the whole or part thereof for rent. The essential elements of a contract of lease are: 1.) Undertaking of lessor to give the lessee the use and enjoyment of something; 2.) Agreement between the lessor and lessee that the lessee’s right to use and enjoyment is temporary; and 3.) Lessee’s undertaking to pay a sum or rent.
Lender A credit provider that is owed debt obligations by a debtor.
Lessee The party that enjoys temporary use of a corporeal thing.
Lessor The owner or agent that acts on behalf of the owner of property that grants the temporary use of a corporeal thing.
Liability All financial claims, debts or potential losses incurred by an individual or an organisation.
Lien A right of retention of someone else’s property due to expensed money or labour on property acquires a lien until payment is made. A lien outranks all other forms of security claims. A lien arises by operation of law and not as agreement between parties. There are three types of liens: 1.) Storage or salvation of property; 2.) Improvement of property; and 3.) Contractual debt.
Liquidation The process by which a company is wound-up and its assets distributed to creditors. Liquidation proceedings are initiated either compulsorily or voluntarily by the company.
Liquidity The ability to repay short-term obligations or short-term availability of liquid assets to a market or entity.
Liquidity Risk The risk that a company may not be able to meet its financial obligations or other operational cash requirements due to an inability to timeously realise cash from its assets. Regarding securities, the risk that a financial instrument cannot be traded at its market price due to the size, structure or efficiency of the market.
Loan A sum of money borrowed by a debtor that is expected to be paid back with interest to the creditor. A debt instrument where immovable property is the collateral for the loan. A mortgage gives the lender a right to take possession of the property if the borrower fails to repay the loan. Registration is a prerequisite for the existence of any mortgage loan. A mortgage can be registered over either a corporeal or incorporeal property, even if it does not belong to the mortgagee. Also called a Mortgage bond.
Loss A tangible or intangible, financial or non-financial loss of economic value.
Market An assessment of the property value, with the value being compared to similar properties in the area.
Mortgage Loan A debt instrument where immovable property is the collateral for the loan. A mortgage gives the lender a right to take possession of the property if the borrower fails to repay the loan. Registration is a prerequisite for the existence of any mortgage loan. A mortgage can be registered over either a corporeal or incorporeal property, even if it does not belong to the mortgagee. Also called a Mortgage bond.
Mortgagee A creditor under a mortgage agreement.
National Scale Rating The national scale provides a relative measure of creditworthiness for rated entities only within the country concerned. Under this rating scale, a ‘AAA’ long term national scale rating will typically be assigned to the lowest relative risk within that country, which in most cases will be the sovereign state.
Obligation The title given to the legal relationship that exists between parties to an agreement when they acquire personal rights against each other for entitlement to perform.
Obligor The party indebted or the person making repayments for its borrowings.
Originator An entity that created assets and hold on balance sheet for securitisation purposes.
Performing An obligation that performs according to its contractual obligations.
Principal The total amount borrowed or lent, e.g. the face value of a bond, excluding interest.
Proceeds Funds from issuance of debt securities or sale of assets.
Property Movable or immovable asset.
Provision An amount set aside for expected losses to be incurred by a creditor.
Ranking A priority applied to obligations in order of seniority.
Rated Securities Debt securities that have been accorded a credit rating.
Receivables General term for economic benefit derived from an asset.
Reference Rate A rate that is the basis of the calculation such as JIBAR.
Rent Payment from a lessee to the lessor for the temporary use of an asset.
Repayment Payment made to honour obligations in regards to a credit agreement in the following credited order: 3.) Satisfy the due or unpaid interest charges; 4.) Satisfy the due or unpaid fees or charges; and 5.) To reduce the amount of the principal debt.
Reserve Fund A funded account available for use by a Special Purpose Vehicle for one or more specified purposes. A reserve fund is often used as a form of credit enhancement. Typically accumulated over time, through excess cash flows.
Securities Various instruments used in the capital market to raise funds.
Securitisation Is a process of repackaging portfolios of cash-flow producing financial instruments into securities for sale to third parties.
Securitisation Vehicle An entity that is created to fulfill specific objectives. Normally insolvency remote and created to isolate financial risk.
Security An asset deposited or pledged as a guarantee of the fulfilment of an undertaking or the repayment of a loan, to be forfeited in case of default.
Senior A security that has a higher repayment priority than junior securities.
Servicer A transaction appointed agent that performs the servicing of mortgage loans, loan or obligations.
Servicing The calculation of interest and repayments, collection of repayments, advancing of loans, foreclose procedures, maintaining records and seeing that the proceeds of each loan are passed on to the respective party.
Special Purpose Vehicle An entity that is created to fulfill specific objectives. Normally insolvency remote and created to isolate financial risk.
Stock Code A unique code allocated to a publicly listed security.
Structured Finance A method of raising funds in the capital markets. A Structured Finance transaction is established to accomplish certain funding objectives whist reducing risk.
Subordinated Loan A loan typically given by the Issuer to the securitisation vehicle that is more junior than a junior tranche.
Surveillance Process of monitoring a transaction according to triggers, covenants and key performance indicators.
Timely Payment The principal debt, interest, fees and expenses being repaid promptly in accordance with the contractual obligation.
Tranche In a structured finance, a slice or portion of debt securities offered that is structured or grouped to resemble the same degree of risk associated with the underlying asset or with a similar degree of risk. A junior tranche has a higher degree of default risk than a senior tranche.
Transaction A transaction that enables an Issuer to issue debt securities in the capital markets. A debt issuance programme that allows an Issuer the continued and flexible issuance of several types of securities in accordance with the programme terms and conditions.
Ultimate Payment A measure of the principal debt, interest, fees and expenses being repaid over a period of time determined by recoveries.
Valuation An assessment of the property value, with the value being compared to similar properties in the area.

SALIENT FEATURES OF ACCORDED RATINGS

GCR affirms that a.) no part of the rating was influenced by any other business activities of the credit rating agency; b.) the rating was based solely on the merits of the rated entity, security or financial instrument being rated; c.) such rating was an independent evaluation of the risks and merits of the rated entity, security or financial instrument; and d.) the validity of the rating is for a maximum of 12 months, or earlier as indicated by the applicable credit rating document.

The Issuer and the Arranger participated in the rating process via face-to-face meetings, teleconferences and other written correspondence. Furthermore, the quality of information received was considered adequate and has been independently verified where possible.

The rating/s above were solicited by the Issuer of the Transaction; GCR has been compensated for the provision of the ratings.

The credit rating/s has been disclosed to the Issuer and the Arranger with no contestation of the rating.

The information received from the Arranger and other reliable third parties to accord the credit ratings included the latest Issuer’s audited annual financial statements for the year ending 30 June 2014; portfolio performance data relating to the underlying equipment lease portfolio covering the period January 2004 – December 2014; an overview of the Issuer’s lease portfolio as per 31 December 2014; monthly management reporting packs and quarterly investor reporting packs.

GCR affirms the final, public ratings accorded to the Notes issued by Fintech Receivables 2 (RF) Limited

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ALL GCR CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS, TERMS OF USE OF SUCH RATINGS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS, TERMS OF USE AND DISCLAIMERS BY FOLLOWING THIS LINK:HTTP://GCRRATINGS.COM. IN ADDITION, RATING SCALES AND DEFINITIONS ARE AVAILABLE ON GCR’S PUBLIC WEB SITE AT WWW.GCRRATINGS.COM/RATING_INFORMATION. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. GCR's CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THIS SITE.

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