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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. This notice of request for consent (this Consent Request) is 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 by deleting reference to the “Nedbank Cession
in Security” and replacing this with the “Nedbank Cession in Security (Vermeulen)” and
deleting reference to the “Nedbank Guarantee” and replacing this with the “Second
Nedbank Guarantee”, by inserting the wording “Vermeulen Street Properties” in a separate
box below the box entitled “Issuer”, to insert “Counter-Indemnity (Vermeulen)” and below
that “Mortgage Bond (Vermeulen)” and below that “Cession in Security (Vermeulen)” next to
the new “Vermeulen Street Properties” box;
3.3.2. inserting the words “, as amended and restated from time to time” at the end of the
definitions of “Cession in Security”, “Counter Indemnity” and “Debt Guarantee” and
deleting references to “or to be concluded” as applicable;
3.3.3. inserting the following definition under “Cession in Security”:
“Cession in Security (Vermeulen) means the cession in security concluded or to be concluded
between Vermeulen Street Properties and the Debt Guarantor pursuant to which Vermeulen
Street Properties cedes in securitatem debiti the Lease Payments, Lease Agreements, Insurance
Policies and Insurance Proceeds (all as defined therein) in favour of the Debt Guarantor, as
amended and restated from time to time;”
3.3.4. inserting the following definition under “Counter Indemnity”:
“Counter Indemnity (Vermeulen) means the counter indemnity agreement concluded or to be
concluded between Vermeulen Street Properties and the Debt Guarantor pursuant to which
Vermeulen Street Properties indemnifies the Debt Guarantor against any loss, costs or liability
which the Debt Guarantor may incur as a result of or in connection with the Debt Guarantee as
amended and restated from time to time;”
3.3.5. amending the definition of “Debt Guarantor Security” by inserting the words “, the Cession
in Security (Vermeulen)” after “…the Cession in Security” and inserting the words “and the
Mortgage Bond (Vermeulen)” after “…the Mortgage Bonds”;
3.3.6. by deleting the sentence “On the redemption or repayment of the Notes, the Mortgage Bonds
will be cancelled” from the end of the definition of “Mortgage Bonds” and inserting “and/or
Vermeulen Street Properties, as applicable,”;
3.3.7. inserting the following definition under “Mortgage Bonds”:
“Mortgage Bond (Vermeulen) means the first ranking continuing covering mortgage bond
registered or to be registered by Vermeulen Street Properties in favour of the Debt Guarantor over
the immovable property situated at “Portion 1 of Erf 286 Pretoria”.;”
3.3.8. deleting the definition of “Nedbank Cession in Security” and “Nedbank Discharge Date”;
3.3.9. inserting the following definitions under the definition of “Nedbank”:
“Nedbank Cession in Security (Vermeulen) means the cession in security concluded or to be
concluded between the Issuer and Nedbank pursuant to which the Issuer cedes in securitatem
debiti in favour of Nedbank, the bank account into which the proceeds from the issuance of the
Senior Secured Notes are to be deposited on the next date of issue of Senior Secured Notes, for the
obligations of the Vermeulen Street Properties under inter alia, a guarantee request agreement
concluded between Nedbank and the Issuer in connection with the issuance of the Second
Nedbank Guarantee;
Second Nedbank Discharge Date means the earlier of:
1.12.1 the date falling 2 (two) months after the Signature Date; and
1.12.2 the date on which the Mortgage Bond (Vermeluen) has been registered in favour of the
Debt Guarantor in respect of the property situated at “Portion 1 of Erf 286 Pretoria”;
and
1.12.3 all of the obligations of the Issuer under the Senior Secured Notes being fully and finally
discharged in accordance with the Terms and Conditions;
Second 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 Second Nedbank Discharge Date;”
3.3.10. amending the definition of “Secured Properties” by inserting the words “and/or Vermeulen
Street Properties, as applicable” after “Issuer” and the word “Signature” before “Date” and
deleting the word “Issue”;
3.3.11. amending the definition of “Senior Secured Notes” in paragraph 1.16 by deleting the
words “(Tranche 1, Series 2)”;
3.3.12. adding in a new definition of “Signature Date” in paragraph 1.18”
“Signature Date means the date the Amended and Restated Applicable Pricing Supplement is
signed”;
3.3.13. adding in a new definition of “Vermeulen Street Properties” in paragraph 1.19:
“Vermeulen Street Properties means 277 Vermeulen Street Properties Proprietary Limited, a
private company incorporated under the laws of South Africa with registration number
2001/024462/07;”
3.3.14. deleting paragraph 3.2 of “Direct Guarantees” and inserting a new paragraph 3.2 as
follows:
“Direct Second Guarantee by Nedbank
In terms of the Second 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 Signature Date to the Second Nedbank Discharge Date.
Nedbank will benefit from the Nedbank Cession in Security for the duration of the aforementioned
period.”;
3.3.15. adding a new paragraph 4.3 as follows:
“In terms of the Counter Indemnity (Vermeulen), the Vermeulen Street Properties indemnifies
the Debt Guarantor against claims made by the Senior Secured Noteholders against the Debt
Guarantor under the Debt Guarantee.”
3.3.16. adding a new paragraph 4.4 to as follows:
“The obligations of Vermeulen Street Properties under the Counter Indemnity (Vermeulen) are/shall
be secured by:
4.4.1 the Mortgage Bond (Vermeulen); and
4.4.2 the Cession in Security (Vermeulen).”
3.3.17. deleting paragraph 4.5 and adding a new paragraph 4.5 to as follows:
“In terms of the Nedbank Cession in Security (Vermeulen), the Issuer cedes in securitatem debiti
its rights and interests to and in the Bank Account (as defined therein) in favour of Nedbank.”
3.3.18. inserting the words “and/or Vermeulen Street Properties” after “the Issuer” and “and/or the
Counter Indemnity (Vermeulen)” after “the Counter Indemnity”;
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. amending paragraph 1.1.1.2 to “the date which falls 2(two) months after the Signature Date”;
3.4.2. inserting a new paragraph 2.1 into the General Undertaking as follows:
“It is recorded that the Issuer has registered mortgage bonds over the properties listed in
Appendix “C”, other than Portion 1 of Erf 286 Pretoria.”;
3.4.3. amending paragraph 2.2 in the General Undertaking by replacing it with the following
paragraph
“The Issuer shall procure that Vermeulen Street Properties shall ensure that a Mortgage Bond is
registered in favour of the Debt Guarantor over Portion 1 of Erf 286 Pretoria on or before the date
falling 2 (two) months after the Signature Date”:
3.4.4. amending paragraph 2.3.2 in the General Undertaking by replacing it with the following
paragraph:
“within 15 (fifteen) days of the notice set out in paragraph 2.3.1 above, partially redeem the
Senior Secured Notes in an amount equal to ZAR36,000,000.”;
3.4.5. amending paragraph 3.1.2 in the Negative Undertaking by adding “and/or Vermeulen
Street Properties, as applicable” to the end of the sentence;
3.4.6. deleting the definition of “Attributable Amount” and the table following this definition,
under the Interpretation provision;
3.4.7. amending the definition of Loan to Value Ratio by replacing it with the following:
“Loan to Value Ratio means the ratio between the Senior Secured Notes Outstanding and the
Secured Property Portfolio Value;”
3.4.8. inserting the wording “and/or Vermeulen Street Properties, as applicable,” after the “Issuer”
in the definition of “Mortgage Bond”, “Secured Properties” and “Secured Property Portfolio
Value” and replacing the reference to “Issue Date” in the definition of “Secured Properties”
with “Signature Date”,,
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) by inserting “Portion 1 of Erf 286 Pretoria” at the end
of the list as set out in Appendix C to 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;
3.6. 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”, “Mortgage Bonds”
and “Security Documents”, to insert reference to inter alia the Counter Indemnity
(Vermeulen), the Cession in Security (Vermeulen), the Mortgage Bond (Vermeulen) and
Vermeulen Street Properties and to insert paragraph 2.3 to the “Introduction section” as set
out in Appendix D to 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;
3.7. 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 available on the Issuer’s
website, www.deltafund.co.za and the JSE’s website at www.jse.co.za;
3.8. the Issuer, the Debt Guarantor and any other relevant parties thereto, as applicable, entering
into any agreements or documents necessary to give effect to the abovementioned proposals
and amendments, including but not limited, to the Cession in Security (Vermeulen), the
Counter Indemnity (Vermeulen), the Mortgage Bond (Vermeulen) and amendments to the
Cession in Security, the Counter Indemnity and the Debt Guarantee; and
3.9. any amendment and restatement of the Cession in Security, the Counter Indemnity and the
Debt Guarantee and the Cession in Security (Vermeulen) and the Mortgage Bond
(Vermeulen) being designated ‘Finance Documents’ for the purposes of the transaction.
4. by completing the Consent Notice (available from Strate and the Senior Secured Noteholders’
relevant CSD Participant) and returning the same to the registered office of the relevant CSD
Participant that provided such Consent Notice, copying Nedbank Capital, a division of
Nedbank Limited, and the Issuer, by no later than 17:00 on 3 March 2015 and in accordance
with the terms and conditions of the Consent Notice. The relevant CSD Participant will then
notify Strate Limited of the total number of Consent notices received, both in favour and not in
favour of the proposed amendments.
5. The changes to the APS are shown in blackline and available on the Issuer’s website at
www.deltafund.co.za and the JSE’s website at www.jse.co.za.
6. 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.
24 February 2015
Debt Sponsor
Nedbank Capital, a division of Nedbank Limited
Date: 24/02/2015 04:05:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.
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