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APFE - Notice of request For written consent of Secured Noteholders
Accelerate Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2005/015057/06)
Company code: APFE
LEI: 378900D514788C447E45
(Approved as a REIT by the JSE)
Bond code: APF07 ISIN: ZAG000152141
Bond code: APF09 ISIN: ZAG000152760
Bond code: APF14 ISIN: ZAG000171075
Bond code: APF16 ISIN: ZAG000176967
(“Accelerate”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF SECURED NOTEHOLDERS
1. This notice of request for written consent (this Consent Request) is delivered by the Issuer to
each holder of Senior Secured Notes (as defined below) (the Secured 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 programme memorandum dated 9 September 2014, as amended and
restated from time to time (the Programme Memorandum), in accordance with
Condition 16 (Notices) of the Terms and Conditions for the purposes of obtaining the Secured
Noteholders’ written consent to an amendment as required in terms of Condition 17
(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 Additional Terms and Conditions (each as
defined below).
3. Background
3.1 The Issuer has the following listed notes in issue:
3.1.1 ZAR32,233,000 Senior Secured Floating Rate Notes due 25 June 2023 with stock code
APF07 (the APF07 Senior Secured Notes);
3.1.2 ZAR182,000,000 Senior Secured Floating Rate Notes due 24 July 2023 with stock code
APF09 (the APF09 Senior Secured Notes);
3.1.3 ZAR275,000,000 Senior Secured Floating Rate Notes due 22 September 2023 with stock
code APF14 (the APF14 Senior Secured Notes); and
3.1.4 ZAR134,000,000 Senior Secured Floating Rate Notes due 7 August 2024 with stock code
APF16 (the APF16 Senior Secured Notes),
collectively, the Senior Secured Notes.
3.2 Each of the Senior Secured Notes incorporate by reference additional terms and conditions
(the Additional Terms and Conditions) which apply to the Senior Secured Notes, as
contemplated in Appendix B of the Applicable Pricing Supplements (as defined below) of
each of the Senior Secured Notes.
3.3 The Issuer is seeking consent to amend the Additional Terms and Conditions of each of the
Applicable Pricing Supplements to create additional headroom and ensure that no breach of
financial covenant occurs. This additional headroom is purely sought to create protection
against breaching financial covenants.
4. Written Consent sought from the Secured Noteholders
The Issuer seeks the Secured Noteholders’ consent in accordance with Condition 18 (Meetings
of Noteholders) of the Terms and Conditions to pass the following Extraordinary Resolutions:
4.1 Extraordinary Resolution No. 1:
THAT the respective Secured Noteholders of each of the Senior Secured Notes consent to
the amendment and restatement of the Additional Terms and Conditions of the relevant
Applicable Pricing Supplements (collectively, the Applicable Pricing Supplements) relating
to the APF07 Senior Secured Notes, the APF09 Senior Secured Notes, the APF14 Senior
Secured Notes and the APF16 Senior Secured Notes, in terms of which the provisions
relating to the redemption in the event of a breach of the financial covenants, as set out in
paragraph 2 of Appendix B (Additional Terms and Conditions) in each Applicable Pricing
Supplement, are amended in accordance with revisions contained in Annexures B to E of the
Consent Request.
4.2 Extraordinary Resolution No. 2:
THAT the Trustee be authorised to enter into any documentation or to take any necessary
steps to give effect to the consent specified in Extraordinary Resolution 1.
5. The Secured 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 to the Consent Request disseminated through Strate Proprietary Limited (Strate) as
Annexure A and delivering same to the registered office of the relevant Participant that provided
the said Secured Noteholders with the Consent Notice in accordance with the time period
agreed between the Secured Noteholder and the relevant Participant, and providing a copy
thereof to Rand Merchant Bank, a division of FirstRand Bank Limited, for the attention of Delia
Patterson at e-mail delia.patterson@rmb.co.za, and the Issuer, for the attention of Pieter Grobler
at e-mail pieter@acceleratepf.co.za, by no later than 17h00 on Wednesday, 14 December 2022
in accordance with the terms and conditions of Annexure A of the Consent Request
disseminated through Strate. The relevant Participant will then notify Strate on 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 Extraordinary Resolutions and any abstentions.
6. This Consent Request is being delivered to Strate in accordance with Condition 18 (Meetings of
Noteholders) of the Terms and Conditions as read with Condition 16 (Notices) of the Terms and
Conditions, for dissemination by them to the Participants and noteholders. The record date to be
recorded in the Register to receive the Consent Request is Tuesday, 15 November 2022.
16 November 2022
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 16-11-2022 02:02:00
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