Sharenet Sites 
Sharenet Sites
Notice of request for written consent of noteholders
REBOSIS PROPERTY FUND LIMITED
(Registration Number: 2010/003468/06)
(the Issuer)
REB01: ZAG000126616
REB02: ZAG000138306
REBC03: ZAG000131608
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 Notes (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 12 May
2015 and 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 amend and
restate the Terms and Conditions of the Programme Memorandum
in order to, inter alia, amend or replace certain defined
terms specified in the Terms and Conditions in the Programme
Memorandum that impact the meaning of “Loan to Value Ratio” as
set out in Condition 10.5 (Redemption in the event of a breach
of the Loan to Value Ratio).
2. Capitalised terms used herein which are not otherwise defined
shall bear the meaning ascribed thereto in the Terms and
Conditions and for the purposes of this Consent Request the
“Notes” include the instruments with Stock Codes REB01, REB02
and REBC03.
3. The Issuer seeks the Noteholders’ consent in accordance with
Condition 19 (Amendment of these Conditions) of the Terms and
Conditions to:
3.1.1. amend and restate the Terms and Conditions of the Programme
Memorandum by preparing a supplement to the Programme
Memorandum (the Supplement) containing the following
changes:
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3.1.1.1. on page 36 of the Programme Memorandum, the following
definition of “New Frontier Properties” is hereby
inserted:
“New Frontier Properties - New Frontier Properties
Limited (registration number 123368C1/GBL), a public
company duly listed on the Mauritian Stock Exchange and
duly incorporated in accordance with the laws of
Mauritius on 5 June 2014;”
3.1.1.2. on page 27 of the Programme Memorandum, the following
definition of “Ascension Properties” is hereby inserted:
“Ascension Properties - Ascension Properties Limited
(registration number 2006/026141/06), a public company
and registered real estate investment trust duly
incorporated in accordance with the laws of South
Africa;”
3.1.1.3. on page 35 of the Programme Memorandum, the definition of
“Loan to Value Ratio” is hereby deleted;
3.1.1.4. on page 39 of the Programme Memorandum, the definition of
“Rebosis Group” is hereby deleted and replaced with the
following definition:
“Rebosis Group - the Issuer and its Subsidiaries;”
3.1.1.5. on page 41 of the Programme Memorandum, the definition of
“Subsidiary” is hereby deleted and replace with the
following definition:
“Subsidiary - a subsidiary company as defined in section
3(1) of the Companies Act, excluding New Frontier
Properties and Ascension Properties and any other company
incorporated outside of South Africa or held by a company
incorporated outside of South Africa;”
3.1.1.6. on page 51 of the Programme Memorandum, the wording “(the
Loan to Value Ratio)” at the end of Condition 10.5.2
shall be deleted;
3.1.1.7. On page 52 of the Programme Memorandum, the definition of
“Loan to Value Ratio” as defined in Clause 10.5.10.3
shall be deleted and replaced with the following
definition:
3.1.1.8. “Loan to Value Ratio – means, unless otherwise specified
in the Applicable Pricing Supplement, the ratio between
the Financial Indebtedness of the Rebosis Group and the
aggregate market value of each immovable property and/or
leasehold property with related rental enterprise owned
by the Rebosis Group and includes the shares held by the
Rebosis Group in New Frontier Properties and Ascension
Properties and any other investment in a property company
as determined, in relation to the Property Portfolio, in
accordance with the most recent Property Portfolio
Value;”,
by completing the Consent Notice (available on request from
the Transfer Agent) and delivering the same to the registered
office of the relevant CSD 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 Issuer by no later than 30
September 2016 in accordance with the terms and conditions of
the Consent Notice. The relevant CSD Participant will then
notify Strate Proprietary Limited of the total number of
Consent Notices received, both in favour and not in favour of
the proposed amendments.
4. The draft Supplement to the Programme Memorandum is attached
hereto as Schedule 1 and is available on the Issuer’s website
at www.rebosis.co.za.
5. The Supplement and the form of Consent Notice is also
available on request from the Transfer Agent. Requests should
be sent to Wayne Frank at WayneFr@Nedbank.co.za and by
telephone at +27 11 294 4418.
6. This Notice is being delivered to Strate Proprietary Limited
in accordance with Condition 19 (Amendment of these
Conditions) of the Terms and Conditions as read with Condition
18 (Notices) of the Terms and Conditions.
Debt Sponsor: Nedbank CIB
15th September 2016
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