Woolworths Retail Receivables Backed Note Programme Tap Issue Roadshow - 13 to 16 February 2007
Disclaimer The contents hereof and the other materials being provided to you (collectively hereafter referred to as the information ) are intended only for information purposes. The information does not constitute an offer or the solicitation of an offer for, or advice (legal, tax, accounting or otherwise) or recommendation in connection with, the purchase or sale of any security. The information may not be relied upon by you in connection with any purchase or sale of any security. An offering memorandum will be delivered to prospective investors in connection with any offer of securities and prospective investors should rely only on the offering memorandum, the documentation relating thereto and the advice of their own legal, tax, accounting and other advisors in making a decision to invest. Neither The Standard Bank of South Africa Limited ( SBSA ) nor Woolworths Holdings Limited ( Woolworths ) nor any of their respective affiliates makes any representation or warranty, express or implied as to the accuracy or completeness of the information. Distribution of the information to any person, other than the person to whom this information was originally delivered and to such person's advisors, is not authorised and any reproduction of the information or disclosure thereof, in whole or in part without the prior consent of SBSA (acting through its securitisation department), is prohibited. The information is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. By accepting the information, you agree to be bound by the afore-said limitations. 2007 The Standard Bank of South Africa Limited. February 2007 2
Contents 3 Introduction 4 Overview of Woolworths Holdings Limited 5 Summary of the Proposed Securitisation Transaction 14 Salient Features of the Programme Structure 18 Credit Management of the Store Card Portfolio 26 Overview of the Store Card Portfolio 31 Comparative Debt Issues and Relative Value 41 Timing 45 Contacts 47
Introduction 4 Securitisation of Woolworths Retail Credit Portfolio Woolworths established a R5bn asset-backed note programme in 2005 Assets comprise revolving retail receivables generated on the Woolworths in-store card product R 1.9 bn of notes were initially issued in June 2005 The programme accommodates subsequent note issues against future growth in the receivables pool in accordance with the Originator s funding requirements Account on Us intends to issue up to R 1bn of further debt with the proceeds applied as follows: R300m to refinance the BAG1A1 notes maturing on 26 February 2007 A [R200m] repayment of the Originator Facility The balance utilised to purchase additional assets Feb 2007 Refinancing of maturing notes Redeemed 2- Year R 300m Feb 2011 3- Year R 450m Feb 2008 Initial Issue 4- Year 5- Year R 550m R 650m Feb 2009 Feb 2010 Tap Issue Subsequent issues against growing asset pool
Overview of Woolworths Holdings Limited
Woolworths Holdings Limited Financial Highlights 6 R m Summarised Income Statement (June 2006) HEPS HEPS and and DPS DPS (June ( 30 June 2006) 2006) 1800 1500 12% 10% 120 100 1200 8% 80 900 6% 60 600 4% 40 300 2% 20 0 0% 0 2000 2001 2002 2003 2004 2005 2006 2000 2001 2002 2003 2004 2005 2006 Operating profit interest expense operating margin HEPS DPS December 2006 Trading Update Woolworths: sales for the six months to December 2006 rose by 20.2% and comparable stores grew by 13.5% against the same period last year Woolworths (retail): clothing and home grew sales by 14.4% (9.8% comparable stores) while foods sales rose by 25.9% (15.1% comparable stores) Country Road: sales grew by 3.5% in Australian dollar terms
Woolworths Holdings Limited Financial Highlights Summarised Balance Sheet (June 2006) Gearing (June 2006) 7 10,000.0 45% 8,000.0 36% 6,000.0 27% 4,000.0 2,000.0-2000 2001 2002 2003 2004 2005 2006 Total assets Shar eholder s inter est 18% 9% 0% 2000 2001 2002 2003 2004 2005 2006 Competitor ROE 100% 80% 60% 40% 20% 0% -20% 2000 2001 2002 2003 2004 2005 2006 Woolworths Holdings Foschini Truworths Pick 'n Pay Edcon Asset growth funded by debt to optimise gearing level at 80% of Financial Services assets
Woolworths Holdings Limited 2006 A year of Change and Growth 8 Managing change systems and capacity implementation of merchandise management systems back office systems in stores distribution centre extensions people re-structure clothing improving capacity Managing growth volume growth of 31% over 2 years clothing volume growth 23.6% strong financial services growth visa, personal loans and insurance store rollouts 41 new stores availability of inventory supply chain excellence
Woolworths Holdings Limited 2006 Trading Environment 9 Consumer confidence high Food growth continues to gain market share Clothing inflation remains benign despite Rand weakness Rising inflation in foods based underlying commodity shortages Interest rate hikes Margin tightening due to 2% interest rate increase and static Usury rate Credit extension and bad debts still within acceptable parameters
Woolworths Holdings Limited Corporate Strategy 10 Retail Business Strategy Move toward putting the customer at the centre of everything we do Target customers at LSM 9-10 taste, with an offering accessible to aspirational LSM 6-8 customers Maximise cross-shop with multi-category stores (where consistent with offering convenience) Offer a quality value proposition that is anchored in merchandise authority and convenience across all businesses Maintain primarily an own brand offering Continue to focus on Clothing, Food and Home and aggressively enter the Health and Beauty market Focus on South Africa Focus on organic growth
Woolworths Holdings Limited Corporate Strategy 11 Changes to the retail business model to support the strategy Accelerate real estate rollout focusing on delivering convenience in Food, but also growing the Woolworths footprint in Clothing and Home Grow margins in Foods and Clothing Grow like for like sales with specific focus on clothing density as well as store profitability improvement Maintain the principle of assisted self-selection service model, but improve store execution, and aggressively address availability and cataloguing issues
Clothing and Home - Strategic Forward Focus 12 Key focus areas LSM 9&10 taste-level - entrench men's and childrenswear - improve homeware fashion 20% Strategic sourcing - childrenswear value - lingerie value and technology key Core availability - key focus core 80% Cross shop - entrench beauty - maintain w-collection - women's wear range balance good better best LSM 6 LSM 10
Woolworths Opportunity Driving the Cross-Shop 13 Key value items & new stores foods clothing and home w-collection beauty financial services visa LSM 6 7 8 9 10
Summary of Proposed Securitisation Transaction
Participants 15 Woolworths Originator Servicer Subordinated Lender Subordinated Liquidity Facility Provider Standard Bank Arranger and Lead Manager Hedge Counterparty Back-Up Service Plan Facilitator Rating Agency Moody s Investor Services Fitch Ratings provided a credit assessment on the initial issue for the participating conduits rated by Fitch. For this issue a public Fitch rating will be obtained. As such all trigger levels in the transaction will be associated with a Moody's and a Fitch equivalent rating level
Indicative Terms Initial Issue February 2005 Issuer : Account on Us (Pty) Ltd 16 Initial Issuance : R1.9 bn Tranching Class A : 85% Subordinated Loan : 15% Coupon Frequency : Quarterly on 25 February, May, August and November of each year Step Up Coupon : 150 bps (Approximately 4 times multiple of initial spread ) Credit Enhancement : Subordinated Loan; Excess Spread Issue Date : 25 February 2005 Notes Volume Rating Scheduled Maturity Date Coupon Rate A1 R 300 Aaa.za 25 February 2007 3mJibar + 33 A2 R 400 Aaa.za 25 February 2008 3mJibar + 35 A3 R 550 Aaa.za 25 February 2009 3mJibar + 36 A4 R 650 Aaa.za 25 February 2010 3mJibar + 38 Total Issuance R 1.9 bn
Indicative Terms of the Tap Issue Issuer : Account on Us (Pty) Ltd Issuance Amount : Up to R 1 bn 17 Tranching: Levels Rating Class A : [78% - 80%] [AAA/Aaa.za] Class B : [ 2% - 7%] [AA-] Coupon Frequency : Quarterly on 25 February, May, August and November of each year Step Up Coupon : 150 bps Credit Enhancement : Class B Notes; Subordinated Loan; Excess Spread Issue Date : 5 March 2007 Notes Volume R m Rating Scheduled Maturity Date Coupon Rate A5 Up to [R800m] AAA/Aaa.za 25 February 2011 3m Jibar +[ ] B2 Up to [R36m] AA- 25 February 2008 3m Jibar +[ ] B3 Up to [R49m] AA- 25 February 2009 3m Jibar +[ ] B4 Up to [R58m] AA- 25 February 2010 3m Jibar +[ ] B5 Up to [R72m] AA- 25 February 2011 3m Jibar +[ ] Total [R1,015 bn]
Salient Features of the Programme Structure
Structure Diagram 19 Woolworths Collections Sale of receivables The Issuer Usury vs Jibar Swap Hedge Counterparty Proceeds from Note Issue Class A Notes Initial Rated Pool Class B Notes Subordinated Loan Originator Facility Growth in Asset Pool Credit Enhancement: Class B Notes, Subordinated Loan, Excess Spread
Sale of Receivables to the Issuer 20 On the Initial Issue Date, Woolworths sold all receivables on initial eligible accounts (the Rated Accounts/Pool ) on its in-store card portfolio to the Issuer on a non-recourse basis The purchase of the assets was funded from the proceeds of the Initial Issue of rated notes and Subordinated Loans provided by Woolworths Any receivables balance in excess of the proceeds of the initial note issue and the subordinated loan, were funded by Woolworths through a subordinated liquidity facility (the Originator Facility ) During the revolving period, collections on the Rated Pool are used to purchase further receivables generated on these accounts on a daily basis Any growth in the Rated Accounts is funded by the Originator Facility Woolworths may elect from time to time to issue additional notes backed by the growth in the initial pool, together with additional rated accounts sold to the Issuer During the Early Amortisation Period, receivables generated on the Rated Pool may continue to be sold to the Issuer at the election of Woolworths, provided that the assets are fully funded by the Originator Facility To the extent that the Rated Pool exceeds the notes in issue together with the associated Subordinated Loans, the Originator may elect to repurchase a random selection of accounts subject to rating affirmation
Time Control Features 21 Revolving period The Programme will continue to purchase further receivables on the Rated Pool from collections received as long as rated notes remain outstanding and no early amortisation triggers have been breached Cash flows are allocated in terms of the Revolving Period Priority of Payments The Programme continues to revolve should a series of notes reach scheduled maturity, while longer-term notes remain outstanding Such matured notes, if not refinanced on scheduled maturity date, will earn a stepped-up coupon rate and will be amortised from principal collections on a pass through basis The Revolving Period will end at the earliest of: An Early Amortisation Event; or The redemption in full of the last tranche in issue Early amortisation period Should an early amortisation trigger be breached, the Originator may elect to continue selling receivables on the Rated Accounts to the Issuer, provided that such assets are fully funded by the Originator Facility All collections will be applied towards the repayment of notes outstanding in accordance with the Early Amortisation Priority of Payments
Credit Enhancement Structure Amendment to the credit structure Previously the structure received credit enhancement from the 15% Subordinated Loan as well as excess spread via a total return swap in terms of which the effective yield on the assets was swapped out for a rate equivalent to 3m Jibar plus a fixed spread of 14% on the notional amount of the rated notes outstanding The Usury-Jibar swap has been re-structured in terms of which the effective yield on the assets is swapped out for a rate equivalent to 3m Jibar + a fixed spread of [11.3%] on the performing assets A portion of credit enhancement previously provided by the swap is now provided via an adjustment / [increase] of the subordination levels in the transaction Subordination Class B Notes [ 2% 7%] Subordinated Loan 15% Excess spread The uncertain yield on the assets is swapped out for a fixed spread over 3m Jibar in terms of the total return swap as set out above Projected Excess Spread on rated notes Interest earned: Jibar + [11.3%] Cost of funding: Excess Spread: [10.3%] Jibar + [ 1.0%] (including costs) This Excess Spread provides approximately 1.3 times cover over the maximum expected gross charge off rates and 2.6 times cover over maximum expected net charge off rates 22
Credit Structure 23 Early amortisation triggers The corporate rating of Woolworths is downgraded to below Ba1.za / BB+.zaf The 3-monthly average Monthly Gross Charge Off Rate > 1.25% The 3-monthly average Monthly Payment Rate < 8.7% (Previously 7.5%) Attrition: Performing Assets < 75% Principal Deficiency: Assets < Liabilities for 1 month (Previously 3 months) Failure to provide Coupon Liquidity Support within 30 days of Woolworths rating being downgraded to Baa3.za / BBB-.zaf Servicer Default, Originator Default, Hedge Counterparty Default
Credit Strength of the Originator 24 As the majority of in-store card customers make payment in the stores, the securitisation programme relies on the credit strength of Woolworths and the ongoing ability of the company to generate receivables and take receipt of payments from customers in stores This risk has been mitigated by the following mechanisms: Corporate rating trigger Should Woolworths be downgraded to below Ba1.za / BB+.zaf, the transaction will trigger into Early Amortisation, thereby facilitating the repayment of Notes prior to an Originator default Back Up Servicer Trigger Should the corporate rating of Woolworths be downgraded to Baa2.za / BBB.zaf, a Back- Up Servicer Reserve in the amount of R30m is to be established from collections (previously at Baa3) and upon the downgrade of Woolworths to Baa3.za the Back Up Servicer Plan is to be implemented within a reasonable timeframe Coupon Liquidity Trigger Should the corporate rating of Woolworths be downgraded to Baa3.za / BBB-.zaf, Coupon Liquidity support equivalent to 6 months of interest is to be provided within 30 days through a Coupon Liquidity Reserve and/or a Coupon Liquidity Facility from an approved Bank Cash Management Trigger : Should the corporate rating of Woolworths be downgraded to Ba1.za / BB+.zaf: Notification will be sent to customers to pay the Issuer directly All payments received from customers in store to be deposited directly into the Issuer Bank Account
Credit Strength of the Originator 25 Back-Up servicer plan Standard Bank has been appointed as Back-Up Service Facilitator to implement the Back-Up Servicer Plan in the event of a Servicer default or a downgrade of Woolworths to Baa3.za /BBB-.zaf The Back-Up Servicer Plan sets out all steps to be taken to ensure a prompt transition of the servicing role to an appropriate Back-Up Servicer and includes the following: The early identification of eligible Back-Up Servicers and the appointment of a back up servicer within a reasonable time period following a downgrade of Woolworths to Baa3.za / BBB-.zaf or equivalent The transfer of all relevant hardware, software and service provider contracts The transfer/secondment of data and key personnel to the Back-Up Servicer The implementation of alternative payment mechanisms
Credit Management of the Store Card Portfolio
Terms of the Store Card Product and Credit Risk Management 27 Credit terms One product Up to 55 days interest free Minimum monthly payment of 10% or R 25 (whichever is greater) Balances not paid by due date (25 days following statement date) are charged interest at the prevailing Usury rate Previously interest was charged on overdue accounts from the statement date. This was amended in October 2005 to be calculated from date of purchase, in line with industry norms Credit policies Authorisation of initial and ongoing credit lines Applications are approved based on a dual scoring system including credit bureaux scores and application score cards developed in consultation with Fair Isaacs / PIC Solutions Application score cards were last updated in October 2005, including interest rate data for two years prior. The score cards are tracked quarterly to ensure that they rank order New applications are subjected to detailed screening, verification of application details, confirmation of contact details and online fraud checks Following initial credit approval, customers are scored on an ongoing basis (credit bureaux scores and behaviour scores) and credit risk is managed on an ongoing basis via TRIAD, a Fair Isaac risk tool
Credit Risk Management Ageing and Charge Off Policies Customers that do no pay minimum payments by due date are aged to the next Delinquency Cycle (DC) Accounts are aged monthly on billing date and updated based on payment activity between billing dates Credit lines on accounts aged to DC2 (2 missed instalments) are frozen until payments due are received The majority of delinquent accounts are charged off at Delinquency Cycle 6 (6 missed instalments) subject to payment projection scores with the balance being charged off at DC7 and DC8 In terms of a peer review by PIC Solutions on a number of retail credit portfolios, Woolworths consistently ranks as the best performer in terms of delinquencies (for DC02 and lower Woolworths reports the lowest level of delinquency) 28 Collections Accounts in DC0,1,2 and lower risk DC3 accounts (based on credit scores) are collected in-house A well-equipped/staffed call centre is focused on daily collections through an automated dialer and dialing campaigns generated by TRIAD based on customer risk The In-store card collections function is now headed by a dedicated Collections Manager reporting to Group Head for Risk and Compliance (Previously, the collection function over all the WFS products was managed by a single collections manager) The Collection Manager is supported by 10 Team leaders and 120 call centre agents The remainder of DC3 accounts as well as all accounts aged DC4 6 and charged off accounts are handed to external collection agencies for collection/ recovery A panel of 4 collections agencies (increased from 2 to 4) manage the pre-charge off accounts whilst a panel of 3 agencies manage the charged off accounts The collections agencies are monitored on a monthly basis and volumes are re-allocated based on collection performance
Dynamic Risk Management Risk Management The credit risk and credit management functions are managed by Woolworths Financial Services ( WFS ) and evaluated on a monthly basis by a credit forum attended by various WFS functional heads and members of the Woolworths Board The store card portfolio is managed via Visionplus, a widely used international consumer credit software package together with sophisticated risk management tools, including TRIAD and Strategyware, to manage the credit risk profile of the portfolio on a dynamic basis WFS have applied Challenger and Champion campaigns to manage the credit risk profile of the store card portfolio General 85% of the portfolio is subject to established credit risk policies (Champion), whereas up to 15% of the portfolio is subjected to risk strategies to achieve specified risk/return targets (Challengers) Strategies are developed in consultation with PIC Solutions and are focused on changes in the risk profile in the areas of credit line management and delinquency management Such campaigns can be designed to change the risk appetite by for example setting credit limit increases at higher amounts for specific behaviour scores or delaying certain collection activities on certain behaviour scores New strategies are tested on small samples of the portfolio, results are monitored for 12 18 months before successful strategies are, subject to credit risk forum approval, rolled out to the remainder of the portfolio Change in risk appetite in the last 2 years, however still less aggressive than competitors Existing business No change in underwriting criteria for new applications (Accept/ Decline rates maintained at 50%) Credit limits managed up on existing and good customers Profit-based strategies followed on existing customers Credit limit utilisation 40% on average 29
National Credit Act 30 Implementation date is on 1 June 2007 Under the Act the Issuer SPV has applied to be a credit provider The Act will have the following impact on Woolworths: Amendment of contract terms and conditions for new customers Credit limits will not be automatically approved or increased without customer consent (opt-in) Credit provider may only increase the limit once per annum, subject to the prescribed legislative criteria Affordability tests will have to be performed on granting of initial and additional credit limits Woolworths will have to offer debt counselling as an option to the customer before collecting against amounts charged off The new maximum rate will be governed by the NCA and will become effective on 1 June 2007 Woolworths is on track for compliance with the new NCA by 1 June 2007 and systems have been adapted accordingly
Overview of the Store Card Receivables Portfolio
Overview of the Woolworths Receivables Portfolio 32 Woolworths initiated the in-store card product in 1993 Increased growth over the past five years Strategy going forward Woolworths aims to build customer relationships through direct marketing and loyalty programmes, while still maintaining the philosophy of responsible credit lending Woolworths has increased its efforts to originate store cards through prospecting 3,500 1.6 3,000 1.4 R m 2,500 2,000 1,500 1.2 1.0 Accounts m 1,000 500 0.8 - Jul-98 Jun-99 Jun-00 Jun-01 Jun-02 Jun-03 Jun-04 Jun-05 Jun-06 Dec-06 0.6 Source: Woolworths Balances Number of Accounts
Historical Performance of the Total Woolworths Receivables Portfolio Historical yield vs Usury rate 40% 35% 30% 25% 20% 15% 33 Dec-05 Jun-06 Dec-06 Jun-98 Dec-98 Jun-99 Dec-99 Jun-00 Dec-00 Jun-01 Dec-01 Jun-02 Dec-02 Jun-03 Dec-03 Jun-04 Dec-04 Jun-05 Effective yield Usury rate Source: Woolworths
Historical Performance of the Total Woolworths Receivables Portfolio 34 Monthly Payment and Purchase Rates 20% 18% 16% 14% 12% 10% Jun-98 Dec-98 Jun-99 Dec-99 Jun-00 Dec-00 Jun-01 Dec-01 Jun-02 Dec-02 Jun-03 Dec-03 Jun-04 Dec-04 Jun-05 Dec-05 Jun-06 Dec-06 Purchase rate Payment rate 6 per. Mov. Avg. (Purchase rate) 6 per. Mov. Avg. (Payment rate) Source: Woolworths
Historical Performance of the Total Woolworths Receivables Portfolio 35 Ageing as at December 2006 Historical ageing on a quarterly basis 100% DC5 1.2% DC4 1.6% DC3 2.4% DC2 4.7% DC6 1.0% Current 70.7% 90% 80% 70% 60% DC01 Average 20% DC00 Average 69% DC1 18.4% 50% Nov-98 May-99 Nov-99 May-00 Nov-00 May-01 Nov-01 May-02 Nov-02 May-03 Nov-03 May-04 Nov-04 May-05 Nov-05 May-06 Nov-06 Current DC01 DC02 DC03 DC04 DC5+ Source: Woolworths Source: Woolworths
Historical Performance of the Woolworths Receivables Portfolio 36 Historical Charge Off Rates (annualised monthly rate) 10% 8% 6% 4% 2% 0% Jun-98 Dec-98 Jun-99 Dec-99 Jun-00 Dec-00 Jun-01 Dec-01 Jun-02 Dec-02 Jun-03 Dec-03 Jun-04 Dec-04 Jun-05 Dec-05 Jun-06 Dec-06 Source: Woolworths Gross Charge Offs Net Charge Offs 6 per. Mov. Avg. (Gross Charge Offs) 6 per. Mov. Avg. (Net Charge Offs) Charge off trends performing in accordance with Woolworths strategic targets for net bad debt
Overview of the Account On Us Receivables Portfolio 37 Current Pool Additional Assets Combined Balance Outstanding R 2,386,288,266 R 767,354,778 R 3, 163,643,044 Total Credit Limit R 6,249,656,732 R 1,517,606,275 R 7,767,263,007 Average Balance R 2,655 R 1,824 R 2,397 Average Credit Limit R 6,950 R 3,608 R 5,885 No of Accounts 899,257 420,596 1,319,883 Accounts Older than 5 yrs 76.4% 6.46% 60.78% Average Limit Utilisation 38.34% 50.56% 40.73% Delinquency Cycle DC01 16.42% 19.19% 17.56% DC02 3.14% 5.45% 3.68% DC03 1.62% 2.95% 1.93% DC04 1.18% 2.26% 1.45% DC05+ 1.62% 1.23%
Overview of the Account On Us Receivables Portfolio Balance bands 38 45% 36% 27% 18% 9% 0% < R 1000 R 1001-2000 R 2001-4000 R 4001-6000 R 6001-8000 R 8001-10000 > R 10000 Credit limit bands Securitised Non-Securitised Combined 75% 60% 45% 30% 15% 0% <=R 1000 R 2,000 R 3,000 R 4,000 R 5,000 R 7,000 R 16,000+ Securitised Non-Securitised Combined
Overview of the Account On Us Receivables Portfolio Geographical distribution 39 50% 40% 30% 20% 10% 0% Eastern Cape Free State Gauteng KZN Limpompo Mpumalanga North West Northern Cape Unknow n Western Cape Age of account holders 45% Securitised Non-Securitised Combined 36% 27% 18% 9% 0% 18 ~ 24 25 ~ 34 35 ~ 44 45 ~ 54 55+ Securitised Non-Securitised Combined
Overview of the Account On Us Receivables Portfolio 40 Account age / Seasoning (months) 70% 60% 50% 40% 30% 20% 10% 0% 6 12 18 24 30 36 42 48 54 60 66 72 72+ Securitised Non-Securitised Combined
Comparative Debt Issues and Relative Value
Comparative Debt Issues 42 The only comparable transaction in the market is Edcon s On the Cards transaction Initial issue 29 July 2002 R1,93bn Conversion to DMTN Programme 15 June 2004 Total Issuance to date R 3.465 bn Comparative attributes of the asset pool Annualised Gross Charge Offs Interest Bearing Accounts Interest Free Accounts Payment rate Interest Bearing Accounts On the Cards* 10.8% 4.8% 10.3% Account on Us# 7.7% (6m Avg) 14.9% (6m Avg) Interest Free Accounts 26.9% Balances>90 days in arrears 7.5% 4.1% (6m Avg) * As per October 2006 Performance Report # As at December 2006 billing
Comparative Debt Issues Credit Enhancement Mechanisms Comparative credit structure On the Cards Account on Us 43 Eligibility Criteria Seasoning 12 Months + 1 installment received 6 months + 1 installment received Delinquency None Accounts in arrears > 120 days ineligible Early Amortisation Triggers Credit Strength Originator Gross Charge Offs (3m average) Payment Rate Principal Deficiency Attrition level Additional support mechanisms Corporate Rating < Baa2.za >2.8% <5.0% Cumulative Losses > 3.2% 78% Reserves established upfront Excess Spread Reserve R82m Back Up Servicer Reserve - R30m No early notification to customers Corporate Rating < Ba1.za /BB+.zaf >1.25% < 8.7% (previously 7.5%) A < L for 1 month (previously 3 months) 75% 6 month Coupon Liquidity provided upon Woolworths downgrade to Baa3.za / BBB-.zaf and Back Up Servicer Reserve of R30m upon a downgrade to Baa2.za / BBB.zaf (previously Baa3.za) Notification to customers and direct depositing of collections with Issuer upon a Woolworths downgrade to Ba1.za
Notes and Pricing AAA Relative Value Recent ABS Transactions 44 Indicative Pricing for Class A notes Issue Date: 5 March 2007 Rating: Aaa.za / AAA.zaf Term: 4 years Indicative Spread: 35 39 bps Indicative Pricing for Class B notes Issue Date: 5 March 2007 Rating: [AA-.zaf] 3-4 Years 45 49 bps 1-2 Years 30 35 bps Spread over Issue 3m Jibar at issue date On The Cards CARDA9 33 Jun 2006 Tenor Account on us BAG1A1 36 Feb 2005 4 Accelerator Fund 2 35 Aug 2006 4 Nitro 2 33 Sep 2006 4 Cars Series 1 36 Oct 2006 5 International Spreads Spread over 3m Euribor at issue 3 Tenor Credit Cards 13 5 Auto Loans 11 3 4 RMBS 10 5
Timing
Timing 46 Transaction Diary Timing 28 February 2007 Auction Method: Bookbuild Method with full feedback Class B allocation subject to AAA support where necessary Contact All bids to be placed on Tel: 011 378 7241 Settlement: 5 March 2007 First Coupon: 25 May 2007 Other Key Dates: 15 February 2007 MPC Announcement 21 February 2007 Budget Speech
Contacts
Contacts Standard Bank transaction team: 48 Megan McDonald Structuring: Director: Securitisation Armine Schaefer Tel: (011) 378 7004 Tel: (011) 378 8106 Fax: (011) 378 7009 Fax: (011) 378 7009 Cell: 083 460 6447 Cell: 082 338 3919 Megan.McDonald@standardbank.co.za Armine.Schaefer@standardbank.co.za Zoya Sisulu Tel: (011) 378 7032 Fax: (011) 378 7009 Cell: 082 782 7949 Zoya.Sisulu@standardbank.co.za Legal: Sales: Marita Clarke David Rajak Tel: (011) 378 8110 Tel: (011) 378 7241 Fax:(011) 378 7009 Fax: (011) 378 7920 Cell: 083 229 1602 Cell: 082 901 9363 Marita.Clarke@standardbank.co.za David.Rajak@standardbank.co.za