REBOSIS PROPERTY FUND LIMITED - Notice in terms of the programme memorandum dated 12 May 2015 with respect to REBC09

Notice in terms of the programme memorandum dated 12 May 2015 with respect to REBC09

REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
Alpha code: REBI
(Approved as a REIT by the JSE)
(the “Company” or the “Rebosis Group”)

NOTICE IN TERMS OF CONDITION 10.5.7 OF THE TERMS AND CONDITIONS OF THE PROGRAMME MEMORANDUM 
DATED 12 MAY 2015 WITH RESPECT TO REBC09

1.      Holders of Note REBC09 (“Noteholders”) are referred to the SENS announcement dated 30
        November 2018 regarding the issue of a compliance certificate pursuant to condition 10.5.5 
        of the Rebosis Property Fund Limited ZAR3,000,000,000 Domestic Medium Term Note Programme
        (the “Programme”) established in terms of the programme memorandum dated 12 May 2015, as
        supplemented by the programme memorandum dated 3 October 2016 (the “Programme Memorandum”).

2.      This notice is delivered by the Company to each Noteholder in respect of Note REBC09 (the
        “Note”) issued under the Programme in accordance with condition 10.5.7 read together with
        condition 18 (Notices) of the terms and conditions of the Programme Memorandum (“Terms and
        Conditions”).

3.      Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
        thereto in the Programme Memorandum where the context requires.

4.      In terms of the Programme Memorandum, which is not in line with REIT best practice, the
        Company confirms the loan to value (“LTV”) ratios per the Programme Memorandum and per
        REIT best practice:


     Rebosis Group - LTV           Programme Memorandum                   REIT Best Practice
     Ratio

     As at 31 August 2018                   53.99%                            51.58%

     As at 22 November 2018                 51.88%                            49.44%

     Post disposal of Grand
                                            50.47%                            48.02%
     Central property


5.      As at the date of this notice, the LTV ratio of the Rebosis Group exceeds the required threshold
        contemplated in condition 10.5.2 of the Terms and Conditions. If the manner in which the LTV
        ratio under the Programme Memorandum is calculated was aligned with the definition applied
        per the REIT best practice, the Rebosis Group’s LTV ratio would not have exceeded the threshold
        contemplated in condition 10.5.2 of the Terms and Conditions.

6.     Noteholders are referred to condition 10.5.8 and condition 10.5.9 of the Terms and Conditions,
       in terms of which Noteholders may, after delivery of a written notice to the Company at its
       registered office within 30 (thirty) calendar days of this announcement:
       6.1     issue a notice in terms of condition 18 (Notices) of the Terms and Conditions to convene
               a meeting of Noteholders within 15 (fifteen) business days of this announcement; and
       6.2     resolve, by way of Extraordinary Resolution at the meeting of Noteholders in terms of
               condition 20 (Meetings of Noteholders), to redeem the Notes.

Sandton
11 December 2018

Debt Sponsor:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 11/12/2018 05:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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