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Notice of request for written consent of senior secured noteholders - DLTB02
DELTA PROPERTY FUND LIMITED
(Registration No. 2002/005129/06)
incorporated in the Republic of South Africa
(the Issuer)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF SENIOR SECURED NOTEHOLDERS
1. A notice of request for consent (this Consent Request) has been delivered by the Issuer to each
holder of Senior Secured Notes (DLTB02) (the Senior Secured 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 as
supplemented from time to time (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 Senior
Secured Noteholders’ written consent to certain proposals 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 as amended by Appendix B (Additional Terms and Conditions) to the
Applicable Pricing Supplement relating to the Senior Secured Notes issued on 6 December 2013
(the APS).
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
thereto in the Terms and Conditions and/or Appendix B (Additional Terms and Conditions) to
the APS.
3. The Issuer seeks the Senior Secured Noteholders’ written consent, in accordance with
Condition 19.3 (Amendment of these Conditions) of the Terms and Conditions as amended by the
APS, to:
3.1. waive the requirement that the Senior Secured Noteholders be given at least 21 (twenty one)
calendar days’ prior written notice in terms of Condition 20.1 (Meeting of Noteholders) of the
Terms and Conditions before the Issuer can request that the Senior Secured Noteholders
provide their consent to the proposals set out below;
3.2. to insert the following sentence at the end of the “Responsibility” paragraph underneath
item 61 of the APS:
“The authorised Programme Amount of ZAR2,000,000,000 has not been exceeded.”
3.3. amend Appendix A (Description of Security Arrangements) to the APS by:
3.3.1. amending the Security Structure Diagram to include the wording “2nd Nedbank
Guarantee” below the wording “Nedbank Guarantee”;
3.3.2. amending the definition of “Nedbank Cession in Security” in paragraph 1.8 by adding
the words “and the 2nd Nedbank Guarantee;” after the words “… in connection with the
issuance of the Nedbank Guarantee” at the end of the paragraph;
3.3.3. amending the definition of “Senior Secured Notes” in paragraph 1.12 by deleting the
words “(Tranche 1, Series 2)”;
3.3.4. adding a new paragraph 1.14 as follows:
“2nd Nedbank Discharge Date means the earlier of:
1.14.1 the date falling 6 (six) months after the Issue Date; or
1.14.2 the date on which the mortgage bond in respect of the property “Portion 1 of Erf
286 Pretoria” has been registered in favour of the Debt Guarantor; and”;
3.3.5. adding a new paragraph 1.15 as follows:
“2nd Nedbank Guarantee means the written guarantee granted by Nedbank in favour of the
Senior Secured Noteholders pursuant to which Nedbank irrevocably guarantees the obligations of
the Issuer under the Senior Secured Notes in respect of the property “Portion 1 of Erf 286
Pretoria” until the 2nd Nedbank Discharge Date.”;
3.3.6. adding a new paragraph 3.3 as follows:
“Direct 2nd Guarantee by Nedbank
In terms of the 2nd Nedbank Guarantee, Nedbank irrevocably guarantees the Issuer’s obligations
under the Senior Secured Notes up to an amount equal to ZAR36,000,000 (Thirty Six Million
Rand) for the period from the Issue Date to the 2nd Nedbank Discharge Date. Nedbank will
benefit from the Nedbank Cession in Security for the duration of the aforementioned period.”;
each as set out in the (blackline) draft amended and restated APS available on the Issuer’s
website, www.deltafund.co.za and the JSE’s website at www.jse.co.za;
3.4. amend Appendix B (Additional Terms and Conditions) to the APS by:
3.4.1. the deletion in its entirety of the table included in paragraph 4.1.1 (Attributable Amount)
of Appendix B (Additional Terms and Conditions) to the APS, replacing it with the
following table (in which the property “Portion 1 of Erf 286 Pretoria” has been added and
the Attributable Value of each property has been updated):
Column I Column II
Secured Property Attributable Value
Erf 29755 Kimberley ZAR25,000,000.00
Erf 2380 Kimberley ZAR28,000,000.00
Remaining Extent of Erf 1366, Portion 2 of Erf ZAR106,000,000.00
1366 and Portion 3 of Erf 1366 Sunninghill
Extension 61
Portion 1 of Erf 1366 Sunninghill Extension 61 ZAR19,000,000.00
Erf 1399 Sunninghill Extension 61 ZAR48,000,000.00
Erf 3115 Kaalfontein Extension 6 ZAR32,000,000.00
Erf 184 Nelspruit Extension ZAR1,000,000.00
Erf 76 Nelspruit ZAR22,000,000.00
Erf 113 Nelspruit and Erf 171 Nelspruit ZAR13,000,000.00
Extension
Erf 1327 Nelspruit Extension 7 ZAR11,000,000.00
Erven 5 and 6 Vintonia ZAR9,000,000.00
Erven 29 and 30 Vintonia Extension 2 ZAR7,000,000.00
Erf 115 Nelspruit ZAR14,000,000.00
Erven 4294 and 248 Nelspruit Extension ZAR44,000,000.00
Remaining Extent of Erf 1770 West Acres ZAR10,000,000.00
Extension 1
Erf 240 Nelspruit Extension ZAR7,000,000.00
Erf 241 Nelspruit Extension ZAR24,000,000.00
Erf 175 Whiteriver ZAR6,000,000.00
Portion 1 of Erf 286 Pretoria ZAR36,000,000.00
as set out in the (blackline) draft amended and restated APS available on the Issuer’s
website, www.deltafund.co.za and the JSE’s website at www.jse.co.za;
3.5. amend Appendix C (Secured Properties) to the APS by:
3.5.1. the insertion of the following property into Appendix C (Secured Properties) to the APS as
follows:
“19. Portion 1 of Erf 286 Pretoria”;
as set out in the (blackline) draft amended and restated APS available on the Issuer’s
website, www.deltafund.co.za and the JSE’s website at www.jse.co.za; and
3.6. amend Appendix D (Debt Guarantee) to the APS by amending and restating the agreement
and make consequential changes to inter alia, the definition of “Guarantee”, “Cession in
Security”, “Counter Indemnity Agreement”, “Senior Secured Notes”, and the properties
listed in Schedule 1 (Secured Properties) as set out in Appendix D to the (blackline) draft
amended and restated APS attached hereto as Annexure A, and as available on the Issuer’s
website, www.deltafund.co.za;
3.7. amend Appendix E (Documents Incorporated by Reference) to the APS by inserting the words
“ended February of each year” after “its financial years” in paragraph 1.1 as set out in
Appendix E to the (blackline) draft amended and restated APS attached hereto as Annexure
A, and as available on the Issuer’s website, www.deltafund.co.za; and
3.8. the Issuer, the Debt Guarantor, Nedbank Limited and any other relevant parties thereto
entering into any agreements or documents necessary to give effect to the abovementioned
proposals and amendments,
by completing the Consent Notice (available from Strate and the Senior Secured Noteholders’
relevant central securities depository participants) and returning the same to Strate, copying
Nedbank Capital, a division of Nedbank Limited, and the Issuer, by no later than 17:00 on 19
February 2015.
4. The changes to the APS are shown in blackline and are available on the Issuer’s website at
www.deltafund.co.za and the JSE’s website at www.jse.co.za.
5. This Notice is being delivered to the JSE 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.
16 February 2015
Debt Sponsor
Nedbank Capital, a division of Nedbank Limited
Date: 16/02/2015 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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