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Notice of Request for Written Consent of Noteholders
Hospitality Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2005/014211/06)
Company code: HPAI
(Approved as a REIT by the JSE)
(“the Issuer”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder of
Senior Secured Notes (as defined below) (the Noteholders) issued under the Issuer’s ZAR5,000,000,000
Domestic Medium Term Note Programme (the Programme) pursuant to the section headed “Terms and
Conditions of the Notes” (the Terms and Conditions) in the amended and restated programme
memorandum dated 28 April 2017 and as amended and restated from time to time (the Programme
Memorandum), in accordance with Condition 18 (Notices) of the Terms and Conditions for the purposes
of obtaining the Noteholders’ written consent to authorise TMF Corporate Services (South African)
Proprietary Limited (as Noteholder Trustee and Finance Provider) to provide the necessary consent to
allow Hospitality Guarantee SPV (RF) Proprietary Limited (the Debt Guarantor), as the holder of the
Existing Mortgage Bonds (defined below) forming part of the underlying security applicable to the
ZAR60,000,000 Senior Secured Noted due 2020 (with Stock Code HPF06), ZAR150,000,000 Senior Secured
Notes due 2019 (with Stock Code HPF09) and ZAR600,000,000 Senior Secured Notes due 2023 (with Stock
Code HPF11) (together the Senior Secured Notes) to agree to cancel the Existing Mortgage Bonds (as
defined below) and replace the Existing Mortgage Bonds with the New Mortgage Bonds (as defined
below).
2. The request for consent set out herein relates to (i) the transfer of the Immovable Properties (defined
below) as contemplated in paragraph 3 below (the Transfer) and (ii) the registration of the New
Mortgage Bonds in favour of the Debt Guarantor immediately following the Transfer, as contemplated
in paragraph 5 below.
3. For the reasons set out in paragraph 4 below, each of The Cullinan Hotel Proprietary Limited (Cullinan),
Merway Fifth Investments Proprietary Limited (Merway) and Fezisource Proprietary Limited (Fezisource)
intend to transfer ownership of various immovable properties (the Immovable Properties), over which
the Existing Mortgage Bonds are registered, to HPF Properties Proprietary Limited (HPF). In particular:
3.1.1 Cullinan intends to transfer 8 (eight) of the Immovable Properties it owns to HPF, as set out in Part I
of Annexure A hereto;
3.1.2 Fezisource intends to transfer 9 (nine) of the Immovable Properties it owns to HPF, as set out in
Part II of Annexure A hereto; and
3.1.3 Merway intends to transfer 19 (nineteen) of the Immovable Properties it owns to HPF, as set out in
Part III of Annexure A hereto.
4. The Hospitality Group includes a holding company, Hospitality Property Fund Limited (the Issuer), which
is listed on the JSE Limited, and four wholly-owned property-owning subsidiaries of the Issuer, namely
HPF, Cullinan, Merway and Fezisource. The board of directors of the Issuer and of each subsidiary of the
Issuer wishes to simplify the Hospitality Group structure and consolidate all the immovable properties of
the Hospitality Group into one single property-owning company (the Property Consolidation). The
Property Consolidation will also reduce the administrative burden and costs associated with various
immovable properties being owned and held by four separate entities in the Hospitality Group.
5. The Debt Guarantor currently holds mortgage bonds (the Existing Mortgage Bonds) over the Immovable
Properties, and in order for each of Cullinan, Fezisource and Merway (collectively the Transferors) to
effect the transfer of ownership to HPF, as contemplated in paragraph 2 above, the Existing Mortgage
Bonds will first need to be cancelled.
6. Immediately following the transfer of the Immovable Properties from the Transferors to HPF, and once
HPF has taken ownership of the Immovable Properties, HPF will register new mortgage bonds over the
Immovable Properties (the New Mortgage Bonds) in favour of the Debt Guarantor, as Security for the
Secured Obligations of each of the Obligors, as contemplated in the Security Sharing Agreement. Once
the New Mortgaged Bonds have been registered in favour of the Debt Guarantor, Hospitality Property
Fund Limited intends to request that each of the Transferors be released as Obligors pursuant to clause
9.2 of the Security Sharing Agreement.
7. The Finance Providers will not be prejudiced in any way by the proposed transfer of the Immovable
Properties from the Transferors to HPF, and immediately following registration of the New Mortgage
Bonds and the subsequent release of the Transferors as Obligors, the Finance Providers will be in the
same position as they were immediately prior to the cancellation of the Existing Mortgage Bonds.
8. As the Existing Mortgage Bonds constitute part of the security under the Issuer’s security sharing structure
relating to the Senior Secured Notes, the Debt Guarantor is required to obtain the Finance Providers’
consent before exercising any decision in respect of the security pursuant to clause 3.1.1.2 of the
Security Sharing Agreement.
9. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto
in the Terms and Conditions or the Security Sharing Agreement, dated on or about 28 April 2017,
entered into amongst Fezisource, HPF, the Issuer, the Debt Guarantor, Nedbank Limited (as Original
Facility Lender and Hedge Provider), FirstRand Bank Limited, acting through its Rand Merchant Bank
division (as Hedge Provider) and TMF Corporate Services (South Africa) Proprietary Limited (as
Noteholder Trustee and Enforcement Agent) (TMF), and to which The Standard Bank of South Africa
Limited, Merway and Cullinan subsequently acceded (the Security Sharing Agreement), as applicable.
10. The Issuer seeks the Noteholders’ consent in accordance with Condition 19 (Amendment of these
Conditions) of the Terms and Conditions to pass the following Extraordinary Resolutions:
10.1 Extraordinary Resolution No. 1:
THAT the Noteholder Trustee (as Finance Provider) be authorised to provide the necessary consent to
allow:
10.1.1 the Debt Guarantor, as holder of the Existing Mortgage Bonds forming part of the underlying
security applicable to the Senior Secured Notes, to agree to cancel the Existing Mortgage Bonds
and replace the Existing Mortgage Bonds with the New Mortgage Bonds; and
10.1.2 the Debt Guarantor to enter into any documentation or take any necessary steps to give effect
to the consent specified in paragraph 10.1.1;
10.2 Extraordinary Resolution No. 2:
THAT the Noteholder Trustee (as Finance Provider) be authorised to enter into any documentation or
to take any necessary steps to give effect to the consents specified in Extraordinary Resolution 1.
11. The Noteholders are requested to provide their consent to the abovementioned proposals by voting in
relation to the Extraordinary Resolutions specified in the Consent Notice (available on request from the
Transfer Agent) and delivering same to the registered office of the relevant CSD Participant that
provided said Noteholder with the Consent Notice, and providing a copy thereof to Rand Merchant
Bank, a division of FirstRand Bank Limited and the Issuer by no later than 17h00 on 11 January 2019 in
accordance with the terms and conditions attached to the Consent Notice. The relevant Participant
will then notify Strate Proprietary Limited of the total number of Consent Notices received, containing
votes both in favour and not in favour of the proposed Extraordinary Resolutions.
12. This Notice is being delivered to Strate Proprietary Limited in accordance with Condition 19
(Amendment of these Conditions) of the Terms and Conditions as read with Condition 18 (Notices) of
the Terms and Conditions.
ANNEXURE A
PART I
IMMOVABLE PROPERTIES TO BE TRANSFERRED BY THE CULLINAN HOTEL PROPRIETARY LIMITED
Building Name Title Deed Property Description
1. Southern Sun Cullinan T69617/97 Erf 155451 Cape Town
2. Southern Sun Katherine Street T6685/1996 Erf 591 Sandown Township
3. Southern Sun Waterfront T46957/2014 Remainder Erf 151882 Cape Town
4. Garden Court Eastgate T35849/2014 Portion 20 of Erf 146 Bruma Township and Erf 210
Bruma Township
5. Garden Court Hatfield T64747/2014 Erf 713 Hatfield Township
6. Garden Court Kings Beach T12689/2015 Remainder of Erf 532 Humewood
7. Garden Court Morningside T124963/1996 Portion 1 of Erf 1391 Morningside Ext 158
8. StayEasy Eastgate T34248/2014 Portion 9 of erf 146 Bruma Township
PART II
IMMOVABLE PROPERTIES TO BE TRANSFERRED BY FEZISOURCE PROPRIETARY LIMITED
Building Name Title Deed Property Description
1. Garden Court - Kimberley T892/2016 Erf 12194 Kimberley
2. Garden Court - Milpark T20540/2016 Portion 4 of Erf 51 Braamfontein and section
342 Milpark Mews
and
T20541/2016
3. Garden Court - OR Tambo T15429/2016 Erf 554 Isando Extension 3
4. Garden Court - Polokwane T27022/2016 Erf 1967 Pietersburg and Remaining Extent of
Erf 56 Pietersburg
5. Garden Court - South Beach T14629/2016 Remaining Extent of Erf 10162 Durban
6. Stay Easy - Century City T6172/2016 Erf 5287 Montague Gardens
7. Stay Easy - Rustenburg T30444/2016 Erf 211 Waterval East Extension 26
8. Sunsquare – Cape Town T25101/2016 Erf 2835 Oranjezicht
9. Cape town Southern Sun - T25101/2016 Remaining Extent of Erf 96583 Cape Town
Newlands
PART III
IMMOVABLE PROPERTIES TO BE TRANSFERRED BY MERWAY FIFTH INVESTMENTS PROPRIETARY LIMITED
Building Name Title Deed Property Description
1 Sun 1 Alberton Portion 505 (a portion of portion 190) of the Farm
T43062/2017 Elandsfontein 108
2 Sun 1 Benoni T28622/2017 Erf 8404 Benoni Township
3 Sun 1 Berea T36233/1992 Erven 967, 968, 969 and 970 Berea Township
4 Sun 1 Bloemfontein T10914/2017 Portion 1 of Erf 13073 Bloemfontein Extension 77
5 Sun 1 Edenvale T29091/2017 Erf 2065 Bedfordview Extension 423
6 Sun 1 Foreshore T53462/2017 Erf 151 Roggebaai
7 Sun 1 Kimberley T1970/2017 Erf 31613 Kimberley, a portion of Erf 30522
Kimberley
8 Sun 1 Midrand T44090/2017 Erf 373 Randjespark, Ext 119 Township
9 Sun 1 Milnerton T36743/2017 Erf 25639 Milnerton
10 Sun 1 Nelspruit T11267/2017 Portion 115 (a portion of portion 47) of the Farm
Besters Last 311
11 Sun 1 OR Tambo T21135/2017 Portion 4 of Erf 305 Harmelia Extension 2
12 Sun 1 Parow T48327/2017 Remainder Erf 7723 Parow
13 Sun 1 Port Elizabeth T42217/2017 Erf 1199 Humewood
14 Sun 1 Pretoria T43116/2017 Erf 2957 Pretoria Township
15 Sun 1 Richards Bay T26196/2017 Erf 14951 Richards Bay Extension 11
16 Sun 1 Southgate T32053/2017 Erf 726 Meredale Ext 12 Township
17 Sun 1 Vereeniging T55335/2017 Remaining Extent of Portion 10 (a portion of
portion 9) of the Farm Duncanville 598
18 Sun 1 Witbank T12641/2017 Portion 1 of Erf 3384 Witbank Extension 16
Township
19 Sun 1 Wynberg T94019/1992 Erf 1 Bramley Park
6 December 2018
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 06/12/2018 11:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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