Bayport Management : Communique

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.

Bayport Management Ltd announces standstill agreement and is in constructive negotiations with creditors to address its capital structure, cash interest obligations and debt maturities

Background

As highlighted in the publication of the unaudited fourth quarter and full year 2023 results, Bayport Management Ltd ("BML" or the "Holding Company") and its subsidiaries (together with the Holding Company, the "Group") experienced good growth in its loan book by c.8.5% to US$1.288bn, underpinned by a healthy operating model driven by high-quality customers, strict affordability criteria and strong payroll collections, resulting in low non-performing loan ratios across its operating entities.

However, the Holding Company's liquidity position has tightened on the back of the negative impact of foreign exchange movements, principally due to a weakening of African currencies against the US dollar, in addition to the sustained period of elevated global interest rates. These factors have impacted the Holding Company's liquidity position and cash flows, thereby impacting its ability to meet its existing debt service and interest obligations, which are elevated due to the increase in variable rate funding.

Upcoming payment default

The challenges outlined above have necessitated the need for a comprehensive sustainable solution to address the Holding Company's capital structure, cash interest obligations, and debt maturities. Due to a combination of circumstances set out above, the Holding Company is not in a position to pay the interest due on 21 May 2024 (for the interest period ending 20 May 2024) on its US$250m Senior Unsecured Callable Fixed Rate Social Bonds due May 2025 with ISIN NO0012496688 (the "Senior Bonds") and its US$50m Subordinated Social Bonds due November 2025 with ISIN NO0012496696 (the "Subordinated Bonds" and, together with the Senior Bonds, the "Bonds") . The failure to pay interest under the Senior Bonds will constitute an event of default under the terms and conditions of the Senior Bonds and will trigger cross default provisions under the Holding Company's other financial indebtedness. The failure to pay interest under the Subordinated Bonds will only be deemed to constitute a default under the terms and conditions of the Subordinated Bonds if the failure to pay continues for 30 calendar days beyond the due date. The Holding Company is also not in a position to repay the principal or interest on its US$60m revolving credit facility, both becoming due for payment on 20 May 2024, resulting in a cross-payment default arising under the Senior Bonds.

1

Internal Information

Engagement with creditors and current recapitalization proposal

Over the first almost five months of 2024, BML has actively engaged with its creditors including: (1a) holders of its Senior Bonds representing in excess of 41% of the principal amount of the Senior Bonds outstanding that have formed into an ad hoc group (the "Senior Bondholder AHG"); (1b) separately, additional holders of its Senior Bonds together holding in excess of 33% of the nominal amount of Senior Bonds outstanding; (2) holders of the Subordinated Bonds together holding approximately 73% of the nominal amount of Subordinated Bonds outstanding; and (3) all of its bilateral and syndicated lenders, in each case to work towards a solution.

As a result, BML has entered into a standstill agreement with approximately 61% of its creditors (by principal value) across its bilateral and syndicated credit facilities, Senior Bonds and Subordinated Bonds and is in continued discussions with creditors to increase this level of support. The standstill agreement is effective until 30 August 2024 (subject to limited individual termination rights for creditors, and a collective right for a majority of consenting creditors to terminate it before 30 August 2024, which they may do on 5 business days' notice from 31 July 2024). The standstill agreement restricts consenting creditors from taking enforcement action (subject to very limited exceptions) during the standstill period in respect of known and anticipated events of default and thus extends the runway to finalize the transaction terms of the recapitalization solution described below.

As it currently stands, the recapitalization transaction is anticipated to involve an amendment and extension of BML's credit facilities, the Senior Bonds and the Subordinated Bonds (the "Transaction"), with the intention of (i) extending maturities to June 2027 (senior debt) and December 2027 (subordinated debt), (ii) amending covenants, and (iii) reducing cash-pay interest (switch to partial pay-if-you-can structure). The Transaction also anticipates a new money capital raise with funds to be utilized towards the enhancement of liquidity, anticipated to be in the region of US$20m, with the final amount, terms and structuring to be determined.

The Group reiterates that its core operating entities are performing well and that discussions with respect to the Transaction are in relation to debts of BML (the Holding Company) only. The impact of negative foreign exchange movements coupled with a rise in variable rates have created a temporal issue in relation to liquidity and debt service, which BML, together with creditors of the Holding Company, are seeking to resolve as soon as possible. The board's, along with management's, focus for the coming weeks will be on continuing to work steadfastly with its lenders, the Senior Bondholder AHG and the other holders of its Bonds to conclude a Transaction that is optimal for BML, its Group as a whole and its stakeholders.

BML's cash flow available for debt service (consisting of dividends and intercompany transfers from/to operating companies, as well as operating expenses) is forecast to increase from c.$44m in FY23 to c.$63m by FY28. The current book equity value of operating companies is forecasted to increase from c.$446m as of Dec-23 to c.$768mm in Dec-28. BML intends to provide timely updates to all of the Group's stakeholders on notable developments.

2

Internal Information

In relation to the Transaction, BML has engaged Houlihan Lokey as financial advisor and DNB Markets as consent solicitation

agent for the Bonds, and retained White & Case LLP as legal advisors to the Holding Company. BML has been informed that

the Senior Bondholder AHG has retained Cadwalader, Wickersham & Taft LLP as legal adviser.

By order of the board

Bayport Management Ltd

Date: 20 May 2024

Bayport Management Ltd is required to make public this information in accordance with EU Market Abuse Regulation. The information was released for publication, through the agency of the contact person set out below, on 20 May 2024.

This notice is issued pursuant to Listing Rule 11.3 and 11.5 of the Stock Exchange of Mauritius Ltd. The Board of Directors of Bayport Management Ltd accepts full responsibility for the accuracy of the information contained in this Communique.

For additional information, please	SEM Authorised Representative &
contact:	Sponsor and Mauritian Corporate	Company Secretary
	Advisor
Mauritian Corporate Advisor
Perigeum Capital Ltd
Corporate Advisor
[phone]

3

Internal Information

This press release and its contents are not for release, distribution or publication, in whole or in part, directly or indirectly, in or into the United States and may not be viewed by persons within the United States or "U.S. Persons" (as defined in Regulation S under the Securities Act of 1933, as amended (the "Securities Act")). Neither the Senior Bonds nor the Subordinated Bonds have been or will be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This press release and the information herein is not for release, distribution or publication, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, Switzerland or any other state or jurisdiction in which such release, distribution or publication would be unlawful or require registration or any other measures in accordance with applicable law.

This press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in the Company. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

This press release contains forward-looking statements that reflect the Company's current view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect the Company's beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release speaks only as of the date of this press release, is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. . As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Canada, Japan, New Zealand, South Africa or Switzerland and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the securities mentioned in this press release other than in Sweden.

In the EEA Member States, , (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU)

4

Internal Information

2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

5

Internal Information