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Notice of request for written consent of noteholders - Hospitality Property Fund
Hospitality Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2009/016487/06)
Company code: HPAI
(“Hospitality”)
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 Notes (the Noteholders)
issued under the Hospitality Property Fund Limited
ZAR2,000,000,000 Domestic Medium Term Note Programme (the
Programme) established pursuant to a programme memorandum dated 28
March 2013 (the Programme Memorandum) in accordance with Condition
19 (Notices) of the section headed “Terms and Conditions of the
Notes” in the Programme Memorandum (the Terms and Conditions) for
purposes of obtaining the Noteholders’ written consent to amend
and restate the Terms and Conditions as required in terms of
Condition 20 (Amendment of these Conditions) of the Terms and
Conditions.
2. Capitalised terms used herein which are not otherwise defined
shall bear the meaning ascribed thereto in the Terms and
Conditions and/or the Amended and Restated Common Terms Agreement
date on or about 12 April 2013 between various parties including
GMG Trustee Company (SA) Proprietary Limited (as Noteholder
Trustee) for the benefit of the holders (the First Ranking
Noteholders) of the ZAR150,000,000 Senior Secured Floating Rate
Notes due 17 April 2016 (HPF01) (the First Ranking Notes) (the
Common Terms Agreement).
3. The Issuer seeks the First Ranking Noteholders written consent in
accordance with Condition 20.3 (Amendment of these Conditions) of
the Terms and Conditions to:
3.1 waive the requirement that the First Ranking Noteholders be
given at least 21 (twenty-one) Days written notice in terms of
Condition 21.4.1 (Meeting of Noteholders – Notice of meeting)
of the Terms and Conditions before the Issuer can request that
the First Ranking Noteholders provide their consent to the
proposed amendments set out in paragraphs 4 to 5 of this
Consent Request below;
3.2 agree that the First Ranking Noteholders can provide their
Consent Notice (as defined below) within 10 Days of deemed
receipt of this Consent Request.
4. The Issuer hereby, pursuant to the provisions of Condition 20.3
(Amendment of these Conditions) of the Terms and Conditions,
requests that the First Ranking Noteholders consent to the
following amendments to the terms of the Amended and Restated
Intercreditor Agreement (the Intercreditor Agreement) entered into
on or about 12 April 2013 between various parties including the
Noteholder Trustee for the benefit of the First Ranking
Noteholders of the First Ranking Notes, which forms part of the
security arrangements as described in Appendix “A” to the
Applicable Pricing Supplement dated 12 April 2013 in relation to
the First Ranking Notes, namely:
4.1 the insertion of the following before the words “the Absa
Facility Lender:” at clause 5.2.2:
“Save with the written consent of the Voting Secured
Creditors pursuant to clause 6.1; provided that the
consent of any Noteholder Trustee which is a Voting
Secured Creditor shall not be required if the Borrower
has delivered an Auditors’ Confirmation confirming
compliance with the LTV Ratio and the ‘Interest Cover
Ratio’ (as such term is defined in the Note Documents)
to the Security Agent and the Voting Secured Creditors
dated no earlier than 30 days prior to the last date of
the written consent of the remaining Voting Secured
Creditors”;
4.2 the insertion of the following before the words “the Nedbank
Facility Lender:” at clause 5.2.3:
“Save with the written consent of the Voting Secured
Creditors pursuant to clause 6.1, provided that the
consent of any Noteholder Trustee which is a Voting
Secured Creditor shall not be required if the Borrower
has delivered an Auditors’ Confirmation confirming
compliance with the LTV Ratio and the ‘Interest Cover
Ratio’ (as such term is defined in the Note Documents)
to the Security Agent and Voting Secured Creditors
dated no earlier than 30 days prior to the last date of
the written consent of the remaining Voting Secured
Creditors”;
4.3 the deletion of the figures “66.66%” in clause 6.1.2 and the
replacement therewith the figures “75%”;
4.4 Schedule 1 is amended by replacing the full stop at the end of
paragraph 8 with a semi colon, adding the word "and"
immediately thereafter and adding the following paragraph 9 to
Schedule 1:
"any consent required to be given in accordance with
clause 5.2.2 and/or 5.2.3 and/or 5.2.4 of this
Agreement.".
by completing the Consent Notice annexed hereto as Schedule 1 and
returning same to Strate, copying FirstRand Bank Limited (acting
through its Rand Merchant Bank division) and the Issuer in the
manner set-out in Schedule 1, by no later than 17:00 on 7 February
2014.
5. The Issuer hereby, pursuant to the provisions of Condition 20.3
(Amendment of these Conditions) of the Terms and Conditions,
requests that the First Ranking Noteholders consent to the
following amendments to the Common Terms Agreement, which also
forms part of the security arrangements as described in Appendix
“A” to the Applicable Pricing Supplement dated 12 April 2013 in
relation to the First Ranking Notes, namely:
5.1 With effect from the date of signature of this Addendum by the
last of the Parties to sign, the definition of "Nedbank
Facility Agreement" in clause 2.1.77 of the Amended and
Restated Common Terms Agreement is deleted in its entirety and
replaced with the following clause 2.1.77:
""Nedbank Facility Agreement" means:
(a) the agreements, dated 18 April 2012 and 12 June 2012
entered into between Nedbank Limited and the Borrower
in terms of which Nedbank agrees to advance a maximum
aggregate capital amount of R300,000,000 (Three Hundred
Million Rand) to the Borrower for the purposes of
repaying amounts outstanding under the Absa Facility
Agreement; and
(b) the agreement dated on or about 17 January 2014 entered
into between Nedbank Limited and the Borrower in terms
of which Nedbank agrees to advance a maximum aggregate
capital amount of R50,000,000 (Fifty Million Rand) to
the Borrower for the purposes of repaying a portion of
the amounts outstanding under the Absa Facility
Agreement,
each as amended, novated and/or substituted from time to
time;".
by completing the Consent Notice annexed hereto as Schedule 1 and
returning same to Strate, copying FirstRand Bank Limited (acting
through its Rand Merchant Bank division) and the Issuer in the
manner set-out in Schedule 1, by no later than 17:00 on 7 February
2014.
6. The amended and restated Intercreditor Agreement (the First
Amendment to the Amended and Restated Intercreditor Agreement)
incorporating the proposed amendments as contemplated in this
Consent Request is available on the Issuer’s website at
http://www.hpf.co.za.
7. The amended and restated Common Terms Agreement (the First
Addendum to the Amended and Restated Common Terms and Consent
Agreement) incorporating the proposed amendments as contemplated
in this Consent Request is available on the Issuer’s website at
http://www.hpf.co.za.
8. This Notice is being delivered to the JSE in accordance with
Condition 20 (Amendment of these Conditions) as read with
Condition 19 (Notices) of the Terms and Conditions.
28 January 2014
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 28/01/2014 04:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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