Sharenet Sites 
Sharenet Sites
EMII - Financial Covenants Notification
Emira Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2014/130842/06)
Company code: EMII
(Approved as a REIT by the JSE)
Bond code: EPF007 ISIN: ZAG000128836
Bond code: EPF016 ISIN: ZAG000153958
Bond code: EPF017 ISIN: ZAG000153966
Bond code: EPF018 ISIN: ZAG000156118
(“Emira” or “the Issuer”)
FINANCIAL COVENANTS NOTIFICATION
Bondholders are advised of the following financial covenant report.
The Issuer’s financial covenant requirements, applicable to the listed notes, is as follows:
• Loan to Value Ratio (“LTV ratio”) does not exceed 50% for the Emira Property Fund Group
(“the Group”). As per the Programme Memorandum the LTV is calculated as follows:
- Loan to Value Ratio means the ratio between the Total Debt of the Group and the Property
Portfolio Value;
- Total Debt means the aggregate of all interest bearing borrowings and the market value
of cross currency swaps of the Group net of cash and cash equivalents;
- Property Portfolio Value means the aggregate of (a) the Open Market Value of Investment
Property; (b) the value of the equity accounted property investments of the Group in
associates and joint ventures; (c) the market value of listed securities owned by the Group
in companies, the nature of business of which is property investment; and (d) the market
value of loans receivable in each case, determined with reference to the interim and
audited financial statements;
- Investment Property means all the immovable properties owned by the Group from time
to time;
- Open Market Value means in respect of Investment Property, the annual property
valuation undertaken at the instance of the Issuer in regard to all Investment Property,
which in relation to a minimum of 33.3% (thirty three point three percent) of Investment
Property by number, shall be undertaken by a Valuer or Valuers appointed by the Issuer,
provided that in respect of any 3 (three) year period all Investment Property will have
been valued by a Valuer or Valuers;
- Property Portfolio means all the immovable properties owned by the Group from time to
time;
- Property Portfolio Value means the aggregate of (a) the Open Market Value of Investment
Property; (b) the value of the equity accounted property investments of the Group in
associates and joint ventures; (c) the market value of listed securities owned by the Group
in companies, the nature of business of which is property investment; and (d) the market
value of loans receivable in each case, determined with reference to the interim and
audited financial statements;
• Loan to Valuation Ratio (Group 1) (“LTV Group 1 ratio”) of the Group 1 Property Portfolio does
not exceed 40% at any time, based on the most recent Open Market Valuation. As per the
Applicable Pricing Supplements the LTV Group 1 ratio is calculated as follows:
- LTV Group 1 ratio means at any time, in respect of the Group 1 Notes, the ratio as
expressed as follows:
LTV Group 1 ratio = L divided by V
Where:
L = the aggregate Outstanding Principal Amount of the Group 1 Notes; and
V = the amount of the most recent Open Market Valuation of all the Properties in the
Group 1 Property Portfolio;
- Group 1 Notes means each Tranche of Notes sharing in the same security and designated
as a Group 1 Note in its Applicable Pricing Supplement;
- Open Market Valuation means in respect of the Properties in the Group 1 Property
Portfolio, the annual property valuation undertaken and prepared at the instance of the
Issuer in regard to all the Properties in the Group 1 Property Portfolio, which in relation
to a minimum of 1/3 of the Properties in the Group 1 Property Portfolio, shall be
undertaken by a Valuer or Valuers appointed by the Issuer and conducted in accordance
with the valuation methodology approved by the Institute of Valuers from time to time;
provided that in respect of any 3 year period all of the Properties in the Group 1 Property
Portfolio will have been valued, in accordance with the valuation methodology approved
by the Institute of Valuers from time to time or such other methodology approved in
writing by Valuers approved by the Issuer; and
- Group 1 Property Portfolio means those Properties in the Property Portfolio which provide
security in respect of the Group 1 Notes, listed in a schedule provided to the Trustee on
the Issue Date, as such schedule may be updated from time to time, including following
any disposal of, addition to or substitution of, the Properties in accordance with the
provisions Condition 25 of the Group 1 Notes.
The Issuer confirms that:
• the LTV ratio was tested at 31 December 2018 and does not exceed 50%, with the LTV ratio
measuring 41.2%; and
• the LTV Group 1 ratio was tested at 31 December 2018 and does not exceed 40%, with the
LTV Group 1 ratio measuring 38.1%.
26 March 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 26/03/2019 09:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
