Announcements

GCR affirms the ratings accorded to the Notes issued by South African Securitisation Programme (RF)

Johannesburg, 17 November 2014 — Global Credit Rating Co. (‘GCR’) has affirmed the final, public long term credit ratings accorded to the following notes (collectively the ‘Notes’) issued by South African Securitisation Programme (RF) Limited – Series 2 (‘SASP 2’ or the ‘Transaction’) on 8 November 2013.

ZAR 280m, Class A1 floating rate notes, stock code LRFA1, scheduled maturity date 20 November 2016:……….‘AA(ZA)(sf)’, Outlook Stable.

ZAR 52.5m, Class B1 floating rate notes, stock code LRFB1, scheduled maturity date 20 November 2016:…….……‘A(ZA)(sf)’, Outlook Stable.

ZAR 17.5m, Class C1 floating rate notes, stock code LRFC1, scheduled maturity date 20 November 2016:………‘BBB(ZA)(sf)’, Outlook Stable.

SASP is a public securitisation of rental and lease financed assets originated by Sasfin through Sunlyn Rentals Proprietary Limited (“Sunlyn”) and other entities approved by Sasfin which include disclosed suppliers and super non-disclosed suppliers (“SNDs”). The programme allows the Issuer to issue individual tranches of notes in separate series; the liabilities and assets of each series are completely segregated and the secured creditors of one series do not have recourse to the assets of any other series. The proceeds of the note issuance are used to fund the SASP Series 2 portfolio of equipment lease receivables and the associated equipment (the “Series 2 Assets”). The Issuer has drawn R43.75m in the form of a Subordinated Loan (R35m) and a First Loss Loan (R8.75m) which has been used to partially fund the Reserve Fund and to provide credit enhancement to the Notes.

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 SASP in respect of Series 2 for the period from June 2002 to September 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 South African Securitisation Programme (RF) Limited – Series 2 – November 2014 Surveillance Report published on 17 November 2014. The Surveillance Report is available to subscribers of GCR’s Structured Finance subscription service.

GCR noted that no Amortization Events were breached over the review period, with the Arrears Reserve, the Reserve Fund and the Transaction Documentation Specified Overcollateralization level (10% of Outstanding Notes Principle) remaining at levels stipulated in the Transaction Documentation. In terms of Portfolio Concentration covenants, there were no concentration limit breaches. Noting that, the Top 50 Largest Obligors accounted for a lower 33.34% as at end September 2014 compared to the 35.28% reported in March 2014, remaining well below the Top 50 maximum concentration criteria of 40%.

The final, public rating accorded to the ‘AA(ZA)(sf)’ rated securities (the “Class A1 Notes”) relate 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 (November/2013)

Class A1 (LRFA1): AA(ZA)(sf); Outlook: Stable

Class B1 (LRFB1): A(ZA)(sf); Outlook: Stable

Class C1 (LRFC1): BBB(ZA)(sf); Outlook: Stable

Last rating (May/2014)

Class A1 (LRFA1): AA(ZA)(sf); Outlook: Stable

Class B1 (LRFB1): A(ZA)(sf); Outlook: Stable

Class C1 (LRFC1): BBB(ZA)(sf); Outlook: Stable

ANALYTICAL CONTACTS

Mark Vrdoljak

Analyst

+27 11 784 1771

markvrd@globalratings.net

Committee Chairperson

Emma-Jane Fulcher

Head of Structured Finance

+27 11 784 1771.

fulcher@globalratings.net

APPLICABLE METHODOLOGIES AND RELATED RESEARCH

· Global Structured Finance Rating Criteria – February 2014

· Global Consumer ABS Rating Criteria – April 2014

· South African Securitisation Programme (RF) Ltd Structured Financial Equipment Lease Securitisation Analysis New Issuance Report – November 2013

· South African Securitisation Programme (RF) Limited – Series 2 – May 2014 Surveillance Report

· Sasfin Holdings Limited South African Financial Institution Analysis – June 2014

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

Arrears Reserve

An accounting provision made in a reserve fund for arrears.

Credit Rating

A rating accorded to the performance of either ultimate or timely payment of obligations.

Credit Rating Agency

A party that provides an opinion on the credit quality of assets, debt securities and companies.

Credit Risk

The probability or likelihood that a borrower will not meet it’s debt obligations. Credit Risk can further be separated between current credit risk (immediate) and potential credit risk (deferred).

Delinquency

When a receivable is overdue and not paid on it’s 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.

Floating Rate Notes

Debt securities that have a periodic interest rate reset in relation to the reference rate, i.e. JIBAR.

JIBAR

Johannesburg Interbank Agreed Rate. A reference rate.

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.

Liquidity Risk

The risk that a financial instrument cannot be traded on it’s market price due to the size of the market.

Property

Movable or immovable asset.

Rated Securities

Debt securities that have been accorded a credit rating.

Reference Rate

A rate that is the basis of the calculation such as JIBAR.

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.

Securitisation Vehicle

A Special Purpose Vehicle that has been created to guarantee the performance of the obligations of the Issuer that sold its assets to the Guarantee SPV.

Special Purpose Vehicle

A Special Purpose Vehicle that has been created to guarantee the performance of the obligations of the Issuer that sold its assets to the Guarantee SPV.

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.

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.

SALIENT POINTS 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 info received was considered adequate and has been independently verified where possible.

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 June 2014; portfolio performance data relating to the underlying equipment lease portfolio covering the period June 2002 – September 2014; an overview of the Issuer’s lease portfolio as per 30 September 2014 and monthly management reporting packs.

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

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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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