RESILIENT REIT LIMITED - BIRPIF - Notification of an update to the Issuers ZAR 10 000 000 000 Domestic Medium Term Note Programme

BIRPIF - Notification of an update to the Issuer’s ZAR 10 000 000 000 Domestic Medium Term Note Programme

Resilient REIT Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2002/016851/06)
Company code: BIRPIF
(Approved as a REIT by the JSE)
(“Resilient” or “the Issuer”)

NOTIFICATION OF AN UPDATE TO THE ISSUER’S ZAR 10 000 000 000 DOMESTIC MEDIUM TERM NOTE PROGRAMME

Resilient has received approval from the JSE Limited (“JSE”) in respect of its amended and restated
ZAR 10 000 000 000 Domestic Medium Term Note Programme Memorandum (the “Amended
Programme”). A summary of the changes effected in the Amended Programme is provided below:

•   Amendments to the terms and conditions to cater for the amendments to the JSE Debt Listings
    Requirements (the “Requirements”), which includes, but is not limited to, amendments to cater
    for the Part 1A of 2018 amendments to the Requirements and for paragraphs 7.26 and 7.27 of the
    Requirements;
•   Inclusion of an unconditional and irrevocable guarantee (the “Guarantee”) provided by Resilient
    Properties Proprietary Limited (the “Guarantor”) and the terms and conditions applicable to the
    Guarantee;
•   Update to the Documents Incorporated by Reference section to include the Guarantee, the annual
    financial statements of the Issuer and the Guarantor and the Information Statement of Resilient
    containing:
         - information pertaining to the business description of the Issuer and Guarantor;
         - the full names of the directors of the Issuer and Guarantor;
         - the full name of the Issuer’s company secretary, the address of its offices and of the
           registered offices;
         - information relating to the risk factors associated with an investment in the notes,
           including, but not limited to, risk factors specific to the Issuer; and
         - information relating to the Issuer’s compliance with the King IV Report on Corporate
           Governance for South Africa, 2016;
•   The removal of the Issuer’s business, risk and management information from the body of the
    Amended Programme, pursuant to incorporating this information by reference;
•   Amendments to cater for changes to Strate Proprietary Limited’s Rules;
•   Amendments to the pro forma applicable pricing supplement to cater for amendments to the
    Requirements;
•   The removal and insertion of definitions to give effect to the amendments;
•   Amendments to the change of control redemption event in clause 10.5 to include, inter alia, an
    expanded definition of a Rating Downgrade;
•   The inclusion of a new redemption event as clause 10.6, to allow for a redemption in the event of
    a failure to maintain a JSE listing and rating and related amendments thereto;
•   The inclusion of a new redemption event as clause 10.7, to allow for a redemption in the event of
    a breach of a financial covenant;
•   The inclusion of a new clause 14 to cater for the registration of the notes issued in uncertificated
    form;
•   The amendment of the cross-default clause contained in clause 17.1.3;
•   The inclusion of a new event of default in clause 17.1.8 in relation to the Guarantee and the
    enforceability thereof;
•   The inclusion of a Description of the Guarantors’ section referring to the Information Statement
    of the Issuer;
•   The Subscription and Sale, Taxation, South African Exchange Control and General Information
    sections have been updated; and
•   Other technical and cosmetic changes.

The Amended Programme and Information Statement is available for inspection at the registered
office of the Issuer and has been made available for inspection on its website at
https://www.resilient.co.za/dmtn-programme.htm?contentID=24.

The Amended Programme will also be available for inspection on the JSE’s website at www.jse.co.za.

9 December 2019

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 09-12-2019 04:55:00
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