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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
(Approved as a REIT by the JSE)
(“Accelerate” or the “Issuer”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF SECURED NOTEHOLDERS
1. The notice of request for written consent (“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 (as
defined below).
3. Background
3.1 The Issuer has the following listed notes in issue requiring noteholder consent:
3.1.1 ZAR225,000,000 Senior Secured Floating Rate Notes due 21 October 2021 with stock
code APF04 (the “APF04 Senior Secured Notes”);
3.1.2 ZAR200,000,000 Senior Secured Floating Rate Notes due 24 August 2022 with stock
code APF06 (the “APF06 Senior Secured Notes”);
3.1.3 ZAR150,000,000 Senior Secured Floating Rate Notes due 25 June 2023 with stock code
APF07 (the “APF07 Senior Secured Notes”);
3.1.4 ZAR279,000,000 Senior Secured Floating Rate Notes due 24 July 2021 with stock code
APF08 (the “APF08 Senior Secured Notes”);
3.1.5 ZAR321,000,000 Senior Secured Floating Rate Notes due 24 July 2023 with stock code
APF09 (the “APF09 Senior Secured Notes”); and
3.1.6 ZAR156,000,000 Senior Secured Floating Rate Notes due 11 September 2022 with stock
code APF10 (the “APF10 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 It is unknown how COVID 19 is going to affect the valuations going forward. The Issuer is
seeking to create additional headroom to ensure that no breach of financial covenant
occurs. This additional headroom is purely sought to create protection against breaching of
financial covenants and not for the Issuer to incur any further indebtedness.
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 Secured Noteholders consent to the amendment and restatement of the terms
and conditions of the Applicable Pricing Supplement relating to the APF04 Senior Secured
Notes, the Applicable Pricing Supplement relating to the APF06 Senior Secured Notes, the
Applicable Pricing Supplement relating to the APF07 Senior Secured Notes, the Applicable
Pricing Supplement relating to the APF08 Senior Secured Notes, the Applicable Pricing
Supplement relating to the APF09 Senior Secured Notes and the Applicable Pricing
Supplement relating to the APF10 Senior Secured Notes (collectively, the “Applicable
Pricing Supplements”) in terms of which the provisions relating to:
4.1.1 the redemption in the event of a breach of the financial covenants, as set out in
paragraph 2 of Appendix B in each Applicable Pricing Supplement, are amended as
follows:
4.1.1.1 the Loan to Value Ratio from 50% (fifty percent) to 55% (fifty-five percent) for the
measurement dates 30 September 2020, 31 March 2021 and 30 September 2021
and 50% (fifty percent) for each measurement date falling thereafter;
4.1.1.2 the Secured Properties Loan to Value Ratio from 45% (forty-five percent) to 55%
(fifty-five percent) for the measurement dates 30 September 2020 and 31 March
2021, 50% (fifty percent) for the measurement date 30 September 2021 and 45%
(forty-five percent) for each measurement date falling thereafter. In addition, should
the Issuer pay distributions to its equity holders during the measurement date as
contemplated in Condition 2.1.2, the Secured Properties Loan to Value Ratio
covenant shall default to the lower of 50% (fifty percent) or the covenant in place for
the applicable measurement date;
4.1.1.3 the Interest Cover Ratio from 2.0 (two point zero) times to 1.8 (one point eight)
times for the measurement dates 30 September 2020, 31 March 2021 and 30
September 2021 and 2.0 (two point zero) times for each measurement date falling
thereafter; and
4.1.1.4 the Secured Properties Interest Cover Ratio from 2.0 (two point zero) times to 1.8
(one point eight) times for the measurement dates 30 September 2020, 31 March
2021 and 30 September 2021 and 2.0 (two point zero) times for each measurement
date falling thereafter; and
4.1.2 the margin is amended as set out in the relevant paragraph of each Applicable Pricing
Supplement.
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. A copy of each Applicable Pricing Supplement, marked-up to reflect the proposed change, will
be available on the Issuer’s website at https://www.acceleratepf.co.za/investorcentre/and the
Consent Notice is annexed to the Consent Request as Annexure A of the full Consent Request
distributed by Strate Proprietary Limited (“STRATE”).
6. 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 as Annexure A of the full Consent Request and
delivering same to the registered office of the relevant Participant that provided said Secured
Noteholders with the Consent Notice, 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 28 September 2020 in accordance with
the terms and conditions of Annexure A. The relevant Participant will then notify STRATE 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.
7. The Consent Request will be 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. The record date to be recorded in the Register to receive this Consent
Request is 28 August 2020.
28 August 2020
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 28-08-2020 04:21:00
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