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Notice to Noteholders Relating to Amendments to Premium Properties Limited PM and Applicable Pricing Supplements
PREMIUM PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/003601/06)
JSE alpha code: BIPPL
LEI: 37890059F4C0AE114761
(“Premium Properties”)
NOTICE TO NOTEHOLDERS RELATING TO AMENDMENTS TO PREMIUM PROPERTIES LIMITED
DOMESTIC MEDIUM-TERM NOTE PROGRAMME AND APPLICABLE PRICING SUPPLEMENTS
Noteholders are advised that Premium Properties has distributed a notice of request for written consent
of noteholder/s (“Notice”) on 01 August 2023 relating to proposed amendments to the Premium
Properties ZAR3,000,000,000 Domestic Medium Term Note Programme (“DMTN Programme”) and
applicable pricing supplements (“APSs”) for instrument codes PMM57, PMM58, PMM59 and PMM60
(“Instrument/s”), issued under the DMTN Programme.
Premium Properties proposes that amendments and restatements be made to the DMTN Programme
and APSs of each Instrument to allow for the substitution of Premium Properties, as the existing issuer,
with Octodec Investments Limited (“Octodec”), who is the current guarantor of Premium Properties and
of which Premium Properties is a wholly-owned subsidiary. In addition, a separate information
statement will be issued by Octodec.
The proposed amendments have been conditionally formally approved by the JSE Limited and are
subject to the consent of the noteholder/s of the Instruments by written extraordinary resolutions
(“Written Extraordinary Resolutions”) in terms of Condition 20 (Amendment of these Conditions) of
the Programme Memorandum.
The date that Premium Properties has selected to determine which noteholders recorded in the register
of noteholders will receive the Notice, is 30 August 2023.
There are no restrictions imposed on the noteholder/s in respect of the voting and passing of the Written
Extraordinary Resolutions.
The notice of proposed amendments is set out in Annexure A to this announcement, which includes full
details and instructions relating to the voting in respect of the Written Extraordinary Resolution.
02 August 2023
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
ANNEXURE A – NOTICE OF PROPOSED AMENDMENTS
PREMIUM PROPERTIES LIMITED
Registration Number: 1994/003601/06
(the Existing Issuer)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. This notice of request for written consent (this Consent Request) is delivered by the Existing
Issuer to each holder of Notes (as defined below) (the Noteholders) issued under the Issuer’s
ZAR3,000,000,000 Domestic Medium Term Note Programme (the Programme) pursuant to the
section headed “Terms and Conditions of the Notes” (the Terms and Conditions) in the
programme memorandum dated 23 February 2015, as amended and restated from time to time
(the Programme Memorandum), in accordance with Condition 19 (Notices) of the Terms and
Conditions for the purposes of obtaining the Noteholders’ written consent to various amendments
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.
3. Background
3.1 The Issuer is a wholly owned subsidiary of Octodec Investments Limited (Octodec), a
company listed on the JSE Limited as a Real Estate Investment Trust (REIT). The Octodec
group currently owns a property portfolio across several subsidiaries of about 240 properties,
valued at an estimated amount of R11 billion. The Existing Issuer owns no direct property but
owns three subsidiaries being Centpret Proprietary Limited, Savyon Building Proprietary
Limited and Centuria 369 Proprietary Limited and its interest-bearing obligations are secured
by Octodec, which acts as guarantor to the Noteholders of the issued Notes. The Existing
Issuer wishes to be removed from the Programme and replaced with Octodec (as the new
Issuer), and the Guarantee provided by Octodec will be removed from the Programme. The
Existing Issuer is of the view that by replacing the Existing Issuer with Octodec:
3.1.1 Noteholders would have direct access to all of Octodec subsidiaries and their respective
property portfolios; and
3.1.2 the Existing Issuer is required to prepare consolidated annual financial statements due to
it being a debt listed Issuer, whereas all the same information is repeated in the Integrated
Report and annual financial statements of Octodec. This change to the Programme will
therefore reduce the administrative costs associated with preparing annual financial
statements for the Existing Issuer.
3.2 It is anticipated that Octodec, the existing guarantor under the Programme, (the Existing
Guarantor) will be substituted for the Existing Issuer under the Programme, such that going
forward the Existing Guarantor will for all intents and purposes be the issuer under the
Programme, in such capacity as New Issuer, assuming all rights and obligations of the
Existing Issuer. The Existing Issuer will no longer be part of the Programme.
3.3 It is anticipated that the Guarantee provided by Octodec will be removed from the Programme,
such that going forward the Programme will not be guaranteed.
3.4 It is anticipated that the Programme Size will be increased to ZAR5,000,000,000.
3.5 The Existing Issuer currently has the following notes in issue requiring Noteholder consent:
3.5.1 ZAR50,000,000 Senior Unsecured Floating Rate Notes due 8 October 2023 with stock
code PMM57;
3.5.2 ZAR100,000,000 Senior Unsecured Floating Rate Notes due 28 February 2025 with stock
code PMM58;
3.5.3 ZAR100,000,000 Senior Unsecured Floating Rate Notes due 28 February 2025 with stock
code PMM59; and
3.5.4 ZAR80,000,000 Senior Unsecured Floating Rate Notes due 28 February 2026 with stock
code PMM60,
collectively, the Notes.
4. Written Consent sought from the Noteholders
The Existing Issuer seeks the Noteholders’ consent in accordance with Condition 20
(Amendment of these Conditions) of the Terms and Conditions to pass the following
Extraordinary Resolutions:
4.1 Extraordinary Resolution No. 1:
THAT the Noteholders consent to:
4.1.1 the substitution of the Existing Issuer with the Existing Guarantor as the New Issuer such
that the Existing Guarantor (as New Issuer), assumes all rights and obligations of the
Existing Issuer pursuant to the Terms and Conditions of the Programme;
4.1.2 the increase of the Programme Amount to ZAR5,000,000,000; and
4.1.3 the removal of the Guarantee in respect of the Notes outstanding, such that all amounts
by the New Issuer under the Programme, on and after the Programme Date will not be
guaranteed;
4.2 Extraordinary Resolution No. 2:
THAT the Noteholders consent to the amendment and restatement of the Programme
Memorandum (including the Terms and Conditions) to give effect to the proposed changes
(the Amended and Restated Programme Memorandum).
4.3 Extraordinary Resolution No. 3:
THAT the Noteholders consent to the amendment and restatement of the each of the existing
applicable pricing supplements relating to the each of the Notes to give effect to the proposed
changes (the Amended and Restated Applicable Pricing Supplements).
4.4 Extraordinary Resolution No. 4:
THAT the New Issuer be authorised to enter into any documentation or to take necessary
steps to give effect to the consent specified in Extraordinary Resolutions No.1 to No.3 above.
5. A copy of the Amended and Restated Programme Memorandum and each of the Amended and
Restated Applicable Pricing Supplements, marked-up against the previous Programme
Memorandum and Applicable Pricing Supplements, to reflect the proposed changes, will be
available on the Existing Issuer’s website at https://octodec.co.za/premium-properties/.
6. 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 annexed hereto
as Annexure A and delivering same to the registered office of the relevant Participant that
provided said Noteholder with the Consent Notice, and providing a copy thereof to Nedbank
Limited, acting through its Corporate and Investment Banking Division and the Existing Issuer for
the attention of Mr. Riaan Erasmus at Riaan.Erasmus@Cityprop.co.za by no later than 17h00 on
30 August 2023 in accordance with the terms and conditions of Annexure A. 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 and any abstentions.
7. This Consent Request is being delivered to Strate Proprietary Limited in accordance with
Condition 20 (Amendment of these Conditions) of the Terms and Conditions as read with
Condition 19 (Notices) of the Terms and Conditions. The record date to be recorded in the
Register to receive this Consent Request is 02 August 2023.
SIGNED at _________________ on this the ______________________ day of
____________________________ 2023.
For and on behalf of
PREMIUM PROPERTIES LIMITED
_________________________________ _________________________________
Name: Name:
Capacity: Capacity:
Who warrants his authority hereto Who warrants his authority hereto
ANNEXURE A
For completion by Noteholders in terms of Condition 20 (Amendment of these Conditions) of the Terms
and Conditions.
CONSENT NOTICE
A. We refer to the notice of request for the written consent of Noteholders dated on or about
_________ 2023 and provided in accordance with Condition 20 (Amendment of these Conditions)
of the Terms and Conditions as read with Condition 19 (Notices) of the Terms and Conditions (the
Consent Request).
B. Defined terms used in this consent notice (the Consent Notice) shall have the meanings given to
them in the Consent Request or in the Terms and Conditions unless otherwise indicated.
I/We
being a holder/ holders of Notes issued by the Issuer under the Programme hereby confirm:
1. [I/We] currently hold [insert Nominal Amount of Notes held] with stock code [PMM57]/ [PMM58]/
[PMM59]/ [PMM60].
2. We hereby confirm our vote in respect of the Extraordinary Resolutions proposed by marking the
relevant Column “For”, “Against” or “Abstain” below:
FOR AGAINST ABSTAIN
Extraordinary
Resolution No. 1
Extraordinary
Resolution No. 2
Extraordinary
Resolution No. 3
Extraordinary
Resolution No. 4
SIGNED at _________________ on this the _________ day of ____________ 2023.
For and on behalf of
[INSERT NOTEHOLDER]
_________________________________ _________________________________
Name: Name:
Capacity: Authorised signatory Capacity: Authorised signatory
Who warrants his/her authority hereto Who warrants his/her authority hereto
NOTES
This Consent Notice must be lodged with the relevant Participant of each Noteholder (that provided said
Noteholder with the Consent Notice), as follows:
1. in respect of the relevant Participant, either the original form may be lodged at the registered
address of such Participant or a copy of the form may be emailed to such Participant (with the original
to follow shortly thereafter);
2. on receipt of this Consent Notice, the relevant Participant must then notify Strate Proprietary Limited
of the total number of Consent Notices received, both in favour and not in favour of the proposed
Resolutions and any abstentions by email to Strate Proprietary Limited for the attention of Towera
Kete by e-mail to towerak@strate.co.za copying Strate-CDAdmin@strate.co.za by no later than
17:00 on 30 August 2023; and
3. a copy of the form must either be emailed to Nedbank Limited, acting through its Corporate and
Investment Banking Division, for the attention of Menique Botha at MeniqueB@Nedbank.co.za, and the
Existing Issuer, for the attention of Mr. Riaan Erasmus at Riaan.Erasmus@Cityprop.co.za, by no later than
17:00 on 30 August 2023.
Date: 02-08-2023 05:04:00
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