EMIRA PROPERTY FUND - Notice Relating to Meeting of Holders of Notes Issued by The Emira Property Fund

Notice Relating to Meeting of  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 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.”

7.    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.

8.    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.

9.    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.

10.   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.

11.   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)

Date: 24/04/2015 05:30:00 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.