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Financial covenants notification
EMIRA PROPERTY FUND LIMITED
Incorporated in the Republic of South Africa
(Registration number 2014/130842/06)
Bond company code: EMII
LEI number: 3789005E23C6259EAE70
(Approved as a REIT by the JSE)
("Emira" or "the Issuer")
FINANCIAL COVENANTS NOTIFICATION
Noteholders are advised of the following financial covenants report.
The Issuer's financial covenants 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 all interest-bearing borrowings (in whichever form and including, without
limitation, note issuances or any other instrument evidencing Financial indebtedness) of the
Borrower and derivative liabilities net of derivative assets excluding trade creditors and other
payables and tax payable, less cash and cash equivalents, (each calculated on the basis of the
Emira Property Fund Group financial statements, where:
- Financial Indebtedness means any indebtedness, including for or in respect of:
a) moneys borrowed or credit granted;
b) any amount raised by acceptance under any acceptance credit facility or dematerialised
equivalent;
c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes,
debentures, loan stock or any similar instrument;
d) the amount of any liability in respect of any lease or hire purchase contract which would,
in accordance with IFRS, be treated as a finance or capital lease;
e) receivables sold or discounted (other than any receivables to the extent they are sold on
a non recourse basis);
f) any amount raised under any other transaction (including any forward sale or purchase
agreement) of a type not referred to in any other paragraph of this definition having the
commercial effect of a borrowing;
g) any derivative transaction entered into in connection with protection against or benefit
from fluctuation in any rate or price (and, when calculating the value of any derivative
transaction, only the marked to market value (or, if any actual amount is due as a result
of the termination or close out of that derivative transaction, that amount) shall be taken
into account);
h) any amount raised by the issue of shares which are redeemable;
i) any counter indemnity obligation in respect of a guarantee, indemnity, bond, standby or
documentary letter of credit or any other instrument issued by a bank or financial
institution; and
j) the amount of any liability in respect of any guarantee or indemnity for any of the items
referred to in a) to i) above.
- 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 Emira Property Fund Group in
associates and joint ventures;
c) the market value of listed securities owned by the Emira Property Fund 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; and
- Property Portfolio means all the immovable properties owned by the Group from time to time.
The Issuer confirms that:
• the LTV ratio was tested as at 31 March 2025 and does not exceed 50%, with the LTV ratio
measuring 36,3%;
• the Group ICR was tested as at 31 March 2025 and exceeds 2.00 times cover, with the Group ICR
measuring 2.5 times cover.
29 May 2025
Debt Sponsor
Questco Corporate Advisory
Date: 29-05-2025 12:10:00
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