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HPAI - 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
(“Hospitality” or 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 ZAR10,000,000,000
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 31 January 2019, 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
Africa) Proprietary Limited (“TMF”) (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 ZAR600,000,000 Senior Secured Notes due 2023 (with Stock Code HPF11),
ZAR300,000,000 Senior Secured Floating Rate Notes due 31 March 2024 (with stock code HPF12) and
ZAR800,000,000 Senior Secured Floating Rate Notes due 30 September 2024 (with stock code HPF13)
(together the “Senior Secured Notes”) to agree:
1.1 to cancel the Existing Servitudes (as defined below) and register the Replacement Servitudes (as
defined below); and
1.2 to the register the New Servitudes (as defined below) in order to comply with, amongst others, local
government by-laws.
2. 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, and to which The Standard Bank of South Africa Limited, Merway
and Cullinan subsequently acceded (the “Security Sharing Agreement”), as applicable.
3. The request for written consent set out herein relates to:
3.1 the cancellation of existing servitudes relating to a right of way over a certain portion of the
immovable property owned by HPF situated in the province of KwaZulu Natal (the “KwaZulu Natal
Immovable Property”), as set out in Part I of Annexure A hereto (the “Existing Servitudes”) and (ii) the
subsequent registration of the new praedial right of way servitudes, praedial water plant servitude
and praedial servitude in perpetuity for use as a fire take over the KwaZulu Natal Immovable
Property, as set out in Part II of Annexure A hereto (the “Replacement Servitudes”); and
3.2 the registration of the praedial servitude in perpetuity for parking purposes over a certain portion of
the immovable property owned by HPF situated in the province of Gauteng (the “Gauteng
Immovable Property”), together with the KwaZulu Natal Immovable Property, the “Immovable
Properties”), as set out in Part III of Annexure A hereto (the “New Servitudes”),
collectively, the “Transaction”.
4. The Debt Guarantor currently holds Mortgage Bonds over the Immovable Properties and in order to
implement the Transaction, the consent of the Debt Guarantor is required.
5. It is worth noting that the Transaction contemplated in paragraph 3 above does not fall within the
scope of clause 12 (Release and/or Replacement of Security) of the Security Sharing Agreement as it
does not relate to the (i) the provision of further Mortgage Bonds over the Immovable Properties not
previously forming part of the Transaction Security, or (ii) the release of existing Mortgage Bonds over the
Immovable Properties forming part of the Transaction Security and/or (ii) the replacement of existing
Mortgage Bonds with new Mortgage Bonds.
6. The Finance Providers will not be prejudiced in any way by the proposed Transaction and will remain in
the same position as they were immediately prior to the implementation of the Transaction.
7. As the 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.
8. The Issuer seeks the Noteholders’ written consent in accordance with Condition 20 (Meetings of
Noteholders / Consent Process) of the Terms and Conditions to pass the following written Extraordinary
Resolutions:
8.1 Extraordinary Resolution No. 1:
THAT the Noteholder Trustee (as the Finance Provider) be authorised to provide the necessary
consent to allow:
8.1.1 the Debt Guarantor, as holder of the Mortgage Bonds over the Immovable Properties, to agree
to (i) the cancellation of the Existing Servitudes and the subsequent registration of the
Replacement Servitudes and (ii) the registration of the New Servitudes; and
8.1.2 the Debt Guarantor to enter into any documentation or take any necessary steps to give effect
to the consent specified in paragraph 8.1.1.
8.2 Extraordinary Resolution No. 2:
THAT the Noteholder Trustee (as the 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.
9. The Noteholders are requested to provide their written consent to the abovementioned proposals by
voting in relation to the written Extraordinary Resolutions specified in the Consent Notice included in the
Notice of Request of Written Consent of Noteholders released by Strate Proprietary Limited (“Strate”)
and delivering same to the registered office of the relevant Participant that provided the Noteholder
with the Consent Notice, and providing a copy thereof to the Issuer, for the attention of the Financial
Director and e-mailed to rosao@hpf.co.za / Riaan Erasmus at riaane@hpf.co.za, by no later than 17h00
on Monday, 10 May 2021, in accordance with the terms and conditions of Annexure B to the Notice
disseminated by Strate. The relevant Participant will then notify Strate at Strate-CDAdmin@strate.co.za
of the total number of Consent Notices received, containing votes both in favour and not in favour of
the proposed written Extraordinary Resolutions and any abstentions.
10. This Notice is being delivered to Strate in accordance with Condition 20 (Meetings of Noteholders /
Consent Process) of the Terms and Conditions as read with Condition 18 (Notices) of the Terms and
Conditions. The record date to be recorded in the Register to receive this Consent Request is Friday, 9
April 2021.
9 April 2021
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
ANNEXURE A
PART I
EXISTING SERVITUDES TO BE CANCELLED OVER THE KWAZULU NATAL IMMOVABLE PROPERTY
Name of Property Mortgage Bond No. Servitude Deed No. Type of Servitude Property Description
and Location
Champagne B6625/2017 and SG 3796/1998 created Servitude for right of Remainder of the Farm
Sports Resort B7425/2006 pursuant to Deed of way Meadow streams No.
(Drakensburg) Transfer T1147/1956 17250 under Deed of
annexed to Certificate Transfer No. T 5512/2006
of Consolidated Title
T11312/1999
PART II
REPLACEMENT SERVITUDES TO BE REGISTERED OVER THE KWAZULU NATAL IMMOVABLE PROPERTY
Name of Property and Mortgage Bond No. Type of Servitude Property Description
Location
Champagne Sports B6625/2017 and Praedial right of way Remainder of the Farm
Resort (Drakensburg) B7425/2006 servitude, praedial water Meadow streams No. 17250
plant servitude and under Deed of Transfer No. T
praedial servitude in 5512/2006
perpetuity for use as a fire
take.
PART III
NEW SERVITUDES TO BE REGISTERED OVER THE GAUTENG IMMOVABLE PROPERTY
Name of Property and Mortgage Bond No. Type of Servitude Property Description
Location
Birchwood Hotel and OR B0944/2006 Praedial servitude in ERF 676 Bardene Extension 39
Tambo Conference perpetuity for parking Township, Registration Division I.R.,
Centre (Boksburg) purposes the Province of Gauteng under
Deed of Transfer No. T6680/2006
Date: 09-04-2021 04:08:00
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