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HPF01, HPF04-07 Notice of Request for Written Consent of Noteholders
HOSPITALITY PROPERTY FUND LIMITED
(Registration Number: 2005/014211/06)
(the Issuer)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE
WITH CONDITION 20 OF THE HOSPITALITY PROPERTY FUND LIMITED ZAR2,000,000,000
DOMESTIC MEDIUM TERM NOTE PROGRAMME
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each
holder (the Noteholders) of the ZAR150,000,000 Senior Secured Floating Rate Notes due
17 April 2016 (the HPF01 Notes), the ZAR300,000,000 Senior Secured Floating Rate Notes
due 17 February 2017 (the HPF04 Notes), the ZAR200,000,000 Senior Secured 9.89%
Fixed Rate Notes due 17 February 2017 (the HPF05 Notes), the ZAR60,000,000 Senior
Secured Floating Rate Notes due 20 February 2010 (the HPF06 Notes) and the
ZAR80,000,000 Senior Secured Floating Rate Notes due 20 August 2017 (HPF07 Notes,
together with the HPF01 Notes, the HPF04 Notes, the HPF05 Notes, the HPF06 Notes and
the HPF07 Notes, the Notes) issued under the Hospitality Property Fund Limited
ZAR2,000,000,000 Domestic Medium Term Note Programme (the Programme) established
pursuant to a programme memorandum dated 28 March 2013 (the Programme
Memorandum) in accordance with Condition 19 (Notices) of the section headed “Terms and
Conditions of the Notes” in the Programme Memorandum (the Terms and Conditions) as
amended and restated by the terms and conditions set out in the applicable pricing
supplement relating to the Notes (the HPF01 Applicable Pricing Supplement in respect of
the HPF01 Notes, the HPF04 Applicable Pricing Supplement in respect of the HPF04
Notes, the HPF05 Applicable Pricing Supplement in respect of the HPF05 Notes, the
HPF06 Applicable Pricing Supplement in respect of the HPF06 Notes and the HPF07
Applicable Pricing Supplement in respect of the HPF07 Notes, together the Applicable
Pricing Supplements) for purposes of obtaining the Noteholders’ written consent as
required in terms of Condition 20 (Amendment of these Conditions) of the Terms and
Conditions read together with Clause 6 (Amendments to Transaction Documents) of the
Amended and Restated Common Terms Agreement between Absa Bank Limited, acting
through its Corporate and Investment Banking division (in its capacity as Derivative
Counterparty, Facility Agent and Security Agent), Absa Bank Limited, acting through its Absa
Commercial Property Finance Division (in its capacity as Absa Facility Lender), Nedbank
Limited (in its capacity as Nedbank Facility Lender), Hospitality Property Fund Limited, HPF
Properties Proprietary Limited (the Borrower), Hospitality Guarantee SPV (RF) Proprietary
Limited (the Guarantee SPV) and GMG Trust Company (SA) Proprietary Limited (in its
capacity as Noteholder Trustee acting for the benefit of the First Ranking Noteholders) dated
12 April 2013 and as amended on or about 12 February 2014 (the Common Terms
Agreement).
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning
ascribed thereto in the Terms and Conditions, the Applicable Pricing Supplements, Common
Terms Agreement or the Share Block Pledge (as defined below) where the context requires.
3. The Issuer seeks the Noteholders’ consent in accordance with Condition 20 (Amendment of
these Conditions) of the Terms and Conditions and Clause 6 (Amendments to Transaction
Documents) of the Common Terms Agreement to:
3.1 waive the requirement that the Noteholders be given at least 21 (twenty-one) days
written notice in terms of Condition 21.4 (Notice of meeting) of the Terms and
Conditions before the Issuer can request that the Noteholders provide their consent to
the proposals set out below;
3.2 release the Borrower from its Obligations in terms of the Amended and Restated
Pledge and Security Cession of Shares (Share Block Companies) dated on or about 2
August 2013 between the Borrower and the Guarantee SPV (the Share Block Pledge)
and to cancel the Share Block Pledge in its entirety;
3.3 accordingly, to authorise the Security Agent to consent to the release and cancellation
of the Share Block Pledge; and
3.4 irrevocably authorise the Guarantee SPV to do all such things and to sign all such
documents as is necessary to give effect to the release and cancellation of the Share
Block Pledge,
by completing the Consent Notice (available from Strate and the Noteholder’s relevant CSD
Participant) and delivering the same to the registered office of the relevant CSD Participant
that provided said Noteholder with the Consent Notice, and providing a copy thereof to Rand
Merchant Bank, a division of FirstRand Bank Limited and the Issuer by no later than 17h00
on Friday, 17 April 2015 in accordance with the terms and conditions of Schedule 1 and the
Notes section annexed thereto. 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.
4. This Notice is being delivered to JSE in accordance with Condition 20 (Amendment of these
Conditions) as read with Condition 19 (Notices) of the Terms and Conditions.
8 April 2015
Debt Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 08/04/2015 11:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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