XSMLT Nexus Logistics — Funding Structure
The R780 million funding structure across DFI senior debt and equity and the indicative term-sheet framework underpinning XSMLT Nexus.
Section 13 · Business Plan
Funding Structure
The R780 million funding structure across DFI senior debt and equity and the indicative term-sheet framework underpinning XSMLT Nexus.
| Source | R m | Instrument | Status |
|---|---|---|---|
| IDC | 280 | Senior term facility, 8-yr, 1-yr grace | Targeted — mandate-aligned |
| DBSA | 180 | Development loan, 10-yr, 1-yr grace | Targeted — mandate-aligned |
| Private equity | 220 | Ordinary shares | In structuring |
| Sponsor equity | 100 | Ordinary shares | Committed |
| Total headline raise | 780 | Fully allocated | |
| Fleet instalment finance | ~R243m peak | Asset-backed, drawn Years 1–4 | Required — see Section 12.3 |
| Revolving working capital | ≥R100m | Seasonal / DSO facility | Required — see Section 12.3 |
| Honest finding — the stack is complete but not sufficient alone Unlike a headline gap, the R780m capital stack is fully allocated (IDC 280 + DBSA 180 + PE 220 + sponsor 100). The finding is different: the R780m alone does not carry the business. Two additional committed facilities are structurally required at close — an asset-backed fleet-finance line (to fund growth beyond 220 trucks, peaking near R243m) and a working-capital revolver (≥R100m, peaking near R91m). Plus a debt-service reserve of ~R110m (fundable from the equity tranches) to bridge the sub-1.0x Years 1–2. Presenting the R780m as fully funding a 520-truck, R2.8bn-revenue business would misstate the requirement; this Memorandum models the complete structure. |
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Proposed covenant package: minimum DSCR of 1.30x tested from Year 3
(holiday Years 1–2 against the funded debt-service reserve); net
debt/EBITDA ceiling of 3.0x from Year 3; fleet-finance ring-fenced and
self-amortising on the vehicles; minimum fleet-utilisation covenant;
cession of mining offtake contracts and receivables; distributions
locked until trailing DSCR exceeds 1.75x.
13.2 Indicative term-sheet framework
To accelerate credit-committee engagement, the Company proposes the
following framework, incorporating every structural remedy identified by
the independent analysis.
| Term | Proposal |
|---|---|
| Borrower | XSMLT Nexus Logistics (Pty) Ltd (SA holdco) + Zambia & DRC subsidiaries |
| Senior facilities | IDC R280m (8y, 1y grace); DBSA R180m (10y, 1y grace) |
| Fleet finance | Asset-backed instalment lines, 75% LTV, 5-yr tranches, self-amortising on vehicles |
| Working capital | Revolving facility ≥R100m for transit bonds, deposits and DSO |
| Equity | R320m (PE R220m + sponsor R100m), of which ~R110m funds an escrowed debt-service reserve for Years 1–2 |
| Security | First-ranking over fleet & fixed assets; cession of mining offtake contracts, receivables and insurance; account-control over the reserve |
| Covenants | DSCR ≥1.30x from Year 3 (holiday Years 1–2); net debt/EBITDA ≤3.0x from Year 3; min. fleet-utilisation covenant; distributions locked until trailing DSCR >1.75x |
| Drawdown | Milestone tranches against fleet delivery & depot commissioning; growth-fleet draws against contracted utilisation |
| Conditions precedent | Anchor take-or-pay contract(s); fleet-finance & revolver committed; reserve funded; CEO/COO/CFO & Country MDs contracted; political-risk insurance bound |
Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of XSMLT Nexus Logistics (Pty) Ltd.