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Notice of request for written consent of noteholders for DLTB02 and DLTC02
DELTA PROPERTY FUND LIMITED
(Registration Number 2002/005129/06)
(the Issuer)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN
ACCORDANCE WITH CONDITIONS 19.3 OF THE TERMS AND CONDITIONS
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 Delta Property Fund Limited
ZAR2,000,000,000 Domestic Medium Term Note Programme (the Programme) established
pursuant to a programme memorandum dated 19 July 2013 (the Programme
Memorandum) in accordance with Condition 18 (Notices) of the section headed “Terms and
Conditions of the Notes” in the Programme Memorandum (the Terms and Conditions) for
purposes of obtaining the Noteholders written consent to amend the Terms and Conditions
by way of a supplement of the Programme Memorandum, as required in terms of Condition
19 (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.
3. The Issuer hereby, pursuant to the provisions of Condition 19.3 (Amendment of these
Conditions) of the Terms and Conditions, requests that the Noteholders consent to delete
Condition 9.1 of the Terms and Conditions in its entirety and replacing it with the following
new Condition 9.1:
“The Issuer shall for so long as any Note remains Outstanding and during each
Measurement Period, ensure that the Loan to Value Ratio does not exceed 50% (fifty
percent) (the Financial Covenant)”,
by completing the Consent Notice annexed hereto as Schedule 1 and returning same to
Strate, copying Nedbank Capital, a division of Nedbank Limited and the Issuer in the manner
set-out in Schedule 1, by no later than 17:00 on Thursday, 27 February 2014.
4. The proposed amendments as contemplated in this Consent Request have been
incorporated into the section headed “Terms and Conditions of the Notes” of the supplement
of the Programme Memorandum and published on the Issuer’s website, www.deltafund.co.za
(the Programme Memorandum Supplement).
5. This Notice is being delivered to the JSE in accordance with Condition 19 (Amendment of
these Conditions) as read with Condition 18 (Notices) of the Terms and Conditions.
6. The Issuer seeks the Noteholders consent in accordance with Condition 19.3 (Amendment of
these Conditions) of the Terms and Conditions, to amend the Terms and Conditions by way
of a supplement, as set out above and as published on the Issuer’s website.
SCHEDULE 1
For completion by Noteholders in terms of Condition 19.3 of the Terms and Conditions.
CONSENT NOTICE
A We refer to the notice of request for written consent of Noteholders provided in accordance
with Condition 19 (Amendment of these Conditions) as read with Condition 18 (Notices) of
the Terms and Conditions (the Consent Request).
B Defined terms used in this Consent Notice (the Consent Notice) shall have the meanings
given to them in the Consent Request unless otherwise indicated.
I/We
being a holder/holders of Notes issued by the Issuer under the Programme hereby confirm:
1. I/We currently hold [insert Nominal Amount of Notes held] with stock code DLT____;
2. We acknowledge receipt of the Consent Request, in which the Issuer seeks the written
consent of Noteholders to delete Condition 9.1 of the Terms and Conditions in its entirety
and replacing it with the following new Condition 9.1:
“The Issuer shall for so long as any Note remains Outstanding and during each
Measurement Period, ensure that the Loan to Value Ratio does not exceed 50% (fifty
percent) (the Financial Covenant)”.
3. We hereby [consent/do not consent] in terms of Condition 19.3 (Amendment of these
Conditions) to the proposed amendments as set out above and as contained in the
Programme Memorandum Supplement.
SIGNED at _________________ on this the _________ day of ____________ 2014.
For and on behalf of
[INSERT NOTEHOLDER]
_________________________________
Name:
Capacity: Authorised signatory
Who warrants his/her authority hereto
NOTES
This Consent Notice must be lodged with Strate Limited (Strate) through the relevant Participant of
each Noteholder, as follows:
1. in respect of the relevant Participant, either the original form may be lodged at the registered
address of such Participant or a copy of the form may be faxed to such Participant; and
2. on receipt of this Consent Notice, the relevant Participant must submit the Consent Notice to
Strate either:
2.1 at the registered address of Strate, 1st Floor, 9 Fricker Road, Illovo Blvd, Illovo,
Sandton, 2196, South Africa (marked for the attention of Mr. Steven Ingleby) by no
later than 17:00 on Thursday, 27 February 2014; or
2.2 a copy of the form may be faxed to Strate (for the attention of Mr. Steven Ingleby at fax
number +27 11 759 5500) or sent by e-mail to steveni@strate.co.za copying
cdadmin@strate.co.za by no later than 17:00 on Thursday, 27 February 2014; and
3. a copy of the form must either be faxed to Nedbank Capital, a division of Nedbank Limited
(for the attention of Bruce Stewart at fax number +27 86 6292242) or e-mailed to
bruces@nedbankcapital.co.za and Delta Property Fund Limited (for the attention of Bronwyn
Corbett at fax number +27 86 504 1237) or e-mailed to bronwyn.corbett@deltafund.co.za by
no later than 17h:00 on Thursday, 27 February 2014.
Date: 06/02/2014 04:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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