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Notice Relating To Written Consent of The Holders of Notes Issued by The Emira Property Fund
Emira Property Fund
(A property fund created under the Emira Property Scheme, registered
in terms of the Collective Investment Schemes Control Act)
Company code: BIEPF
(Approved as a REIT by the JSE)
(“Emira”)
POSTING OF NOTICE RELATING TO WRITTEN CONSENT OF THE HOLDERS OF NOTES
ISSUED BY THE EMIRA PROPERTY FUND
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to the
holders of Notes (the Noteholders) issued under the Emira Property Fund ZAR5,000,000,000
Domestic Medium Term Note Programme (the Programme) established pursuant to a
programme memorandum dated 12 August 2011 (the Programme Memorandum) in
accordance with Condition 16 (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 the proposal specified at paragraph 3 of this Consent Request.
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
thereto in the Terms and Conditions.
3. In accordance with Condition 20.5 (Meeting of Noteholders – Notice of meeting), in connection with
the Notice of Meeting of Noteholders to be held on 6 May 2015 (attached as Schedule 1 to this
Consent Request), the Issuer seeks the Noteholders’ written consent to shorten the 21 (twenty
one) calendar day notice period required to be given in respect of the meeting to a notice period
of 10 (ten) calendar days by completing the Consent Notice in the form attached hereto as
Annexure A and delivering the Consent Notice to the registered office of the relevant CSD
Participant of that Noteholder, and providing a copy thereof to Rand Merchant Bank, a division
of FirstRand Bank Limited, and the Issuer by no later than 17h00 on 6 May 2015 in accordance
with the terms and conditions of Annexure “A”. The relevant CSD Participant will then notify
Strate of the total number of Consent Notices received, both in favour and not in favour of the
proposal specified in this paragraph 3.
4. This Consent Request is being delivered to Strate and JSE in accordance with Condition 16
(Notices) of the Terms and Conditions and the debt listing requirements of the JSE.
NOTES
1. This Consent Notice must be lodged with the relevant CSD Participant of each Noteholder (that
provided said Noteholder with the Consent Notice), as follows:
1.1 in respect of the relevant CSD Participant, either the original form may be lodged at the
registered address of such CSD Participant or a copy of the form may be faxed to such
CSD Participant (with the original to follow shortly thereafter); and
1.2 on receipt of this Consent Notice, the relevant CSD Participant must then notify Strate of
the total number of Consent Notices received, both in favour and not in favour of the
proposed amendments by fax to Strate (for the attention of Mr. Steven Ingleby at fax
number +27 11 759 5500) or by e-mail to steveni@strate.co.za copying cdadmin@strate.co.za
by no later than 17:00 on 6 May 2015; and
2. a copy of the form must either be faxed to Rand Merchant Bank, a division of FirstRand Bank
Limited (for the attention of Scott Muzzell at fax number +27 11 282 4989) or e-mailed to
Scott.Muzzell@rmb.co.za by no later than 17:00 on 6 May 2015.
Schedule 1
NOTICE OF MEETING OF NOTEHOLDERS
EMIRA PROPERTY FUND
(a property fund created under the Emira Property Scheme, a collective investment scheme in
property registered as such in accordance with the Collective Investment Schemes Control Act, No. 45
of 2002,
and approved as a Real Estate Investment Trust by the JSE),
managed by Strategic Real Estate Managers Proprietary Limited
(registration number 1997/020911/07) (the Issuer)
POSTING OF NOTICE RELATING TO MEETING OF HOLDERS OF NOTES ISSUED BY THE
EMIRA PROPERTY FUND
1. In accordance with Condition 16 (Notices) of the Terms and Conditions (as defined below) of
the programme memorandum dated 12 August 2011, as amended or supplemented from time
to time (the Programme Memorandum), notice (this Notice) is hereby given by the Issuer to
the holders of Notes (the Noteholders) that a meeting of Noteholders will be held at 1st floor,
Optimum House, Epsom Downs Office Park, 13 Sloane Street, Bryanston, 2191, South
Africa, on Wednesday, 6 May 2015, at 10:00am for the purpose of considering and, if thought
fit, of passing (with or without modification in the manner required) the resolutions specified
at paragraphs 6.1 to 6.8 of this Notice (the Meeting) in accordance with Condition 17
(Amendment of the Terms and Conditions).
REASON FOR THE MEETING
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
thereto in the section headed “Terms and Conditions of the Notes” in the Programme
Memorandum (the Terms and Conditions).
3. On 12 August 2011, the Issuer established a ZAR5,000,000,000 Domestic Medium Term Note
Programme (the Programme) pursuant to the Programme Memorandum.
4. The Issuer intends to convert to a corporate Real Estate Investment Trust (REIT) and to transfer
the Programme to Emira Property Fund Limited (previously Friedshelf 1556 Proprietary
Limited) (registration number 2014/130842/06) (New Emira), with effect from Monday, 6 July
2015, in terms of which New Emira will assume the Issuer’s current obligations under the
Programme (the Transfer). For further information, please refer to the Issuer’s SENS
announcement published on 8 April 2015 relating to the establishment of New Emira as an
internally managed corporate REIT, a copy of which is available on the Issuer’s website at
www.emira.co.za.
5. Accordingly, to implement the Transfer, the Issuer seeks the prior authorisation, by way of
Extraordinary Resolution to be taken at the Meeting, of the Noteholders in accordance with
Condition 17.2 (Amendment of the Terms and Conditions) of the Terms and Conditions of the
Programme Memorandum, to, amongst other things:
5.1 amend and restate the Programme Memorandum, including the material changes to the
Terms and Conditions of the Programme Memorandum on the basis of proposed
resolutions set out below (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 Emira as issuer under the Programme.
RESOLUTIONS TO BE PASSED AT THE MEETING
6. If thought fit of passing with or without modification in the manner required for the passing
of resolutions in accordance with Condition 17 (Amendment of the Terms and Conditions) of the
Terms and Conditions, the following resolutions will be passed at the Meeting:
6.1 AS EXTRAORDINARY RESOLUTION NO. 1
“THAT, the Noteholders hereby 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 (as defined in the Terms and
Conditions), to New Emira with effect from Monday, 6 July 2015 and the replacement of the
Issuer with New Emira as the issuer under the Programme.”
6.2 AS EXTRAORDINARY RESOLUTION NO. 2
“THAT, subject to the passing of Extraordinary Resolution No. 1 above, all references to the
Issuer in:
(i) the Amended and Restated Programme Memorandum;
(ii) the Amended and Restated Applicable Pricing Supplements; and
(iii) in the case of Series 1 Notes (stock code EPF001) only, the Security Documents and the
Transaction Documents (each as defined in the EPF001 Applicable Pricing Supplement),
will be to New Emira.”
6.3 AS EXTRAORDINARY RESOLUTION NO. 3
“THAT, the Terms and Conditions be and are hereby amended by the replacement of Condition 8
(Redemption and Purchases) of the Terms and Conditions in its entirety with Condition 9
(Redemption and Purchases) of the Terms and Conditions of the Amended and Restated
Programme Memorandum.”
6.4 AS EXTRAORDINARY RESOLUTION NO. 4
“THAT, the Terms and Conditions be and are hereby amended by the replacement of Condition
10 (Taxation) of the Terms and Conditions in its entirety with Condition 10 (Taxation) of the
Terms and Conditions of the Amended and Restated Programme Memorandum.”
6.5 AS EXTRAORDINARY RESOLUTION NO. 5
“THAT, the Terms and Conditions be and are hereby amended by the deletion of Condition 11
(Negative pledge) of the Terms and Conditions in its entirety.”
6.6 AS EXTRAORDINARY RESOLUTION NO. 6
“THAT, the Terms and Conditions be and are hereby amended by the replacement of Condition
17 (Amendment of the Terms and Conditions) of the Terms and Conditions in its entirety with
Condition 18 (Amendment of these Conditions) of the Terms and Conditions of the Amended and
Restated Programme Memorandum.”
6.7 AS EXTRAORDINARY RESOLUTION NO. 7
“THAT, the Terms and Conditions be and are hereby amended by the replacement of Condition
18 (No voting rights on Notes held by Issuer) and Condition 20 (Meetings of Noteholders) of the
Terms and Conditions in their entirety, respectively, with Condition 19 (Meetings of
Noteholders) of the Terms and Conditions of the Amended and Restated Programme
Memorandum.”
6.8 AS EXTRAORDINARY RESOLUTION NO. 8
“THAT, the Terms and Conditions be and are hereby amended by the amendment of the definition
of “Extraordinary Resolution” so as to amend the percentage of minimum votes required from
75% (seventy five per cent) to 66.67% (sixty six point six seven per cent) to align the percentage
of minimum votes required with the relevant requirement of the new debt listing requirements of
the JSE and the replacement of the definition of “Extraordinary Resolution” in its entirety.”
(a) The Amended and Restated Programme Memorandum, incorporating the proposed material
amendments, amongst others, as contemplated in this Notice, is available on the Issuer’s
website at www. emira.co.za.
(b) Subject to the passing of the proposed resolutions in respect of the Transfer and the material
amendments to the Terms and Conditions as evidenced in paragraphs 6.1 to 6.8 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 any consequential amendments made
pursuant to the passing of the proposed resolutions will also be reflected in the Amended and
Restated Applicable Pricing Supplements.
(c) A Noteholder entitled to attend and vote at the meeting is entitled to appoint one or more
proxies to attend and vote in his/her stead. A proxy need not also be a Noteholder. A proxy
form is annexed to this Notice for use by the Noteholder, as Annexure “A”, if required.
(d) Proxy forms must be lodged with the relevant CSD Participant of each Noteholder (that
provided said Noteholder with this Notice) and copies thereof faxed to Rand Merchant Bank, a
division of FirstRand Bank Limited in the manner set out in Annexure “A” annexed hereto not
less than 48 hours before the date of the meeting.
(e) This Notice is being delivered to Strate and the JSE in accordance with Condition 17
(Amendment of the Terms and Conditions) as read with Condition 16 (Notices) of the Terms and
Conditions.
24 April 2015
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
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Date: 24/04/2015 05:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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