Wrap Text
Consent Request
CAPITAL PROPERTY FUND
(a portfolio in Capital Property Trust Scheme, a collective investment scheme in
property registered as such in terms of the Collective Investment Schemes
Control Act, No. 45 of 2002),
managed by Property Fund Managers Limited
(registration number 1980/009531/06)
(the Issuer)
JSE Alpha code: BICPF
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH
CONDITIONS 19.3 OF THE TERMS AND CONDITIONS
1. On 23 November 2011, the Issuer established a ZAR2,000,000,000
Domestic Medium Term Note Programme (the Programme) pursuant to a
programme memorandum dated 23 November 2011 (the Programme
Memorandum).
2. The Issuer seeks to convert to a corporate Real Estate Investment
Trust and to transfer the Programme to Capital Property Fund Limited
(previously Friedshelf 1497 Proprietary Limited) (registration
number 2013/226575/06) (New Capital), with effect from the
commencement of trade on Monday, 30 June 2014, in terms of which New
Capital will assume the Issuer’s current obligations under the
Programme.
3. This notice of request for written consent (this Consent Request) is
delivered by the Issuer to each holder of Notes (the Noteholders)
issued under the Programme 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 transfer the Programme
to New Capital and to amend and restate the Terms and Conditions, as
required in terms of Condition 19 (Amendment of these Conditions) of
the Terms and Conditions.
4. Capitalised terms used herein which are not otherwise defined shall
bear the meaning ascribed thereto in the Terms and Conditions.
5. The Issuer seeks the Noteholders’ written consent in accordance with
Condition 19.3 (Amendment of these Conditions) of the Terms and
Conditions, to transfer the Programme to New Capital and to:
5.1 amend and restate the Programme Memorandum including the Terms
and Conditions on the basis set out below and as indicated in
the marked-up sections of the form of the amended and restated
programme memorandum published on the Issuer’s website,
http://www.capitalproperty.co.za/InvestorRelations/DMTN.asp (the
Amended and Restated Programme Memorandum); and
5.2 amend and restate the Applicable Pricing Supplements in relation
to each Note Outstanding under the Programme (the Amended and
Restated Applicable Pricing Supplements) to reflect New Capital
as issuer under the Programme and the addition of the Guarantors
for the benefit of the Noteholders.
6. The Issuer hereby, pursuant to the provisions of Condition 19.3
(Amendment of these Conditions) of the Terms and Conditions,
requests the Noteholders’ written consent to the transfer of the
Programme and the Notes Outstanding under the Programme, together
with the Issuer’s rights and obligations under the Terms and
Conditions and relating to the Outstanding Notes, to New Capital
with effect from the commencement of trade on Monday, 30 June 2014
and the replacement of the Issuer with New Capital as the issuer
under the Programme. Subject to the granting of the written consent
in this paragraph 6, all references to the Issuer will be to New
Capital throughout the Amended and Restated Programme Memorandum and
the Amended and Restated Applicable Pricing Supplements.
7. Subject to the granting of the written consent in paragraph 6 above,
the Issuer requests that the Noteholders provide written consent to
the following material amendments to the Terms and Conditions and
the Applicable Pricing Supplements in relation to the Notes
Outstanding under the Programme:
7.1 the addition of Guarantors to the Programme and the Outstanding
Notes, who will jointly and severally, irrevocably and
unconditionally guarantee to the Noteholders the due and
punctual performance of all obligations arising under the
Programme which the Issuer may incur to Noteholders and the
payment of all amounts owing by the Issuer in respect of the
Notes arising under the Programme and to make any consequential
amendments in that regard, which include, but are not limited
to, the insertion of a new condition 8 (Guarantee);
7.2 the amendment of the definition of “Indebtedness” by the
addition of the words “and/or any Subsidiary”;
7.3 the insertion of a new condition 11.5 (Redemption in the event
of a Change of Control);
7.4 the insertion of a new condition 17.1.9 (Disposal of a material
part of the business) and condition 17.1.10 (Guarantee) as
events of default under the Programme;
7.5 the amendment of Condition 18.2 (Notices) and updating it to the
new condition 19.2 (Notices) which reads as follows:
“In the event of there being any Individual Certificates in
issue, all notices to the holders of Notes represented by
Individual Certificates shall be in writing and shall be sent
by registered mail to the respective addresses of those
Noteholders appearing in the Register or delivered by hand to
the respective addresses of those Noteholders appearing in the
Register. Any such notice shall be deemed to have been given
on the seventh Day after the Day on which it is mailed.”
and the replacement of Condition 18.2 (Notices) of the Terms and
Conditions in its entirety; and
7.6 the amendment of Condition 20 (Meeting of Noteholders) by
updating it to the new condition 21 (Meeting of Noteholders) and
replacing Condition 20 (Meeting of Noteholders) of the Terms and
Conditions in its entirety,
by completing the Consent Notice annexed hereto as Schedule 1 and
returning same to Strate, copying The Standard Bank of South Africa
Limited, acting through its Corporate and Investment Banking
division and the Issuer in the manner set out in Schedule 1, by no
later than 17:00 on Tuesday, 3 June 2014.
8. The amended Terms and Conditions incorporating the proposed
amendments as contemplated in this Consent Request have been
incorporated into the section headed “Terms and Conditions of the
Notes” of the Amended and Restated Programme Memorandum.
9. Subject to the granting of the written consents to transfer the
Programme to New Capital and to amend the Terms and Conditions as
requested in paragraph 6 and 7 above, the Terms and Conditions will
also be amended and updated in accordance with applicable laws and
the debt listings requirements of the JSE Limited and have also been
incorporated into the section headed “Terms and Conditions of the
Notes” of the Amended and Restated Programme Memorandum.
10. 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.
Debt Sponsor
The Standard bank of South Africa Limited,
acting through its Corporate and Investment Banking division
Legal Adviser
Bowman Gilfillan Inc.
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 CPL0_____;
2. We acknowledge receipt of the Consent Request, in which the Issuer
seeks the written consent of Noteholders to:
2.1 transfer the Programme and the Notes Outstanding under the
Programme, together with the Issuer’s rights and obligations
under the Terms and Conditions and relating to the Notes
Outstanding, to New Capital, with effect from the commencement
of trade on Monday, 30 June 2014 and the replacement of the
Issuer with New Capital as the issuer under the Programme and to
replace all references to the Issuer to New Capital throughout
the Amended and Restated Programme Memorandum and the Amended
and Restated Applicable Pricing Supplements;
2.2 add Guarantors to the Programme and the Outstanding Notes, who
will jointly and severally, irrevocably and unconditionally
guarantee to the Noteholders the due and punctual performance of
all obligations arising under the Programme which the Issuer may
incur to Noteholders and the payment of all amounts owing by the
Issuer in respect of the Notes arising under the Programme and
to make any consequential amendments in that regard, which
include, but are not limited to, the insertion of a new
condition 8 (Guarantee);
2.3 the amendment of the definition of “Indebtedness” by the
addition of the words “and/or any Subsidiary” to the definition;
2.4 the insertion of a new condition 11.5 (Redemption in the event
of a Change of Control);
2.5 the insertion of a new condition 17.1.9 (Disposal of a material
part of the business) and condition 17.1.10 (Guarantee) as
events of default under the Programme;
2.6 the amendment of Condition 18.2 (Notices) and updating it to the
new condition 19.2 (Notices) which reads as follows:
“In the event of there being any Individual Certificates in
issue, all notices to the holders of Notes represented by
Individual Certificates shall be in writing and shall be sent
by registered mail to the respective addresses of those
Noteholders appearing in the Register or delivered by hand to
the respective addresses of those Noteholders appearing in the
Register. Any such notice shall be deemed to have been given
on the seventh Day after the Day on which it is mailed.”
and the replacement of Condition 18.2 (Notices) of the Terms and
Conditions in its entirety; and
2.7 the amendment of Condition 20 (Meeting of Noteholders) by
updating it to the new condition 21 (Meeting of Noteholders) and
replacing Condition 20 (Meeting of Noteholders) of the Terms and
Conditions in its entirety.
3. We hereby [consent/do not consent] in terms of Condition 19.3
(Amendment of these Conditions) to the proposed transfer and
amendments as set out above and as contained in the Amended and
Restated Programme Memorandum.
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 Boulevard, Illovo, Sandton, 2196, South Africa (marked
for the attention of Mr. Steven Ingleby) by no later than 17:00
on Tuesday, 3 June 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 Tuesday, 3 June 2014; and
3. A copy of the form must be e-mailed to
zoya.sisulu@standardbank.co.za and to picki@capitalproperty.co.za
copying bornmanr@capitalproperty.co.za by no later than 17:00 on
Tuesday, 3 June 2014.
Date: 13/05/2014 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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