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Notice of meeting of all holders of senior secured notes DLTB02
DELTA PROPERTY FUND LIMITED
Registration Number 2002/005129/06
(the "Issuer")
Stock Code: DLTB02
ISIN Code: ZAG000111147
NOTICE OF A MEETING OF ALL OF THE HOLDERS OF THE SENIOR SECURED NOTES
ISSUED BY DELTA PROPERTY FUND LIMITED UNDER ITS R2,000,000,000 DOMESTIC
MEDIUM TERM NOTE PROGRAMME
1. Pursuant to Condition 20 of the Terms and Conditions of the Senior Secured Notes, the
Issuer hereby gives notice that a meeting of all of the holders of the Senior Secured Notes
issued by the Issuer under its R2,000,000,000 domestic medium term note programme
(the "Senior Secured Noteholders"), will be held on 22 June 2015 at 10h00 at the offices
of Nedbank Limited, 135 Rivonia Road, Sandown, Sandton, 2196 (the "Senior Secured
Noteholders Meeting") at which the following Extraordinary Resolutions will be
considered and, if deemed fit, passed with or without modification.
2. Unless otherwise defined, words and expressions used in this notice will bear the same
meanings as in the programme memorandum of the Issuer dated 19 July 2013, read with
the Applicable Pricing Supplements for the Senior Secured Notes (the "Programme
Memorandum").
WHEREAS
3. In terms of Condition 20.1 of the Terms and Conditions of the Senior Secured Notes,
written notice of a meeting of Senior Secured Noteholders is to be given to Senior Secured
Noteholders upon at least 21 calendar days prior to the meeting unless Senior Secured
Noteholders holding at least 90% of the aggregate Nominal Amount of the Senior Secured
Notes outstanding agree in writing to a shorter notice period. Notice of the Senior Secured
Noteholders Meeting given in terms of this notice (the "Notice of Meeting") has been
given with the required notice of at least 21 calendar days.
AND FURTHER WHEREAS
4. The Issuer wishes to request that the Senior Secured Noteholders authorise an
amendment to Condition 3 of the Additional Terms and Conditions of the Senior Secured
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Notes (Negative Undertakings) relating to the disposal of, addition to, or substitution of
Secured Properties and the related security without Noteholder approval, subject to with
the Financial Covenants, as more fully set out in the resolutions below (the "Negative
Undertaking Amendment").
5. The Issuer wishes to request that the Senior Secured Noteholders authorise amendments
to the security structure, by allowing other lenders to participate in the security package, as
more fully set out in the resolutions below (collectively the "Security Structure
Amendments").
6. The Issuer wishes to request that Senior Secured Noteholders amend the Terms and
Conditions of the Senior Secured Notes by passing the Extraordinary Resolutions listed
below, in order for the Issuer to implement the Negative Undertaking Amendment and the
Security Structure Amendments, and related amendments in accordance with
paragraphs 4 and 5 above.
7. The Issuer therefore requests Senior Secured Noteholders to approve the following
Extraordinary Resolutions.
8. Proxies (for use by holders of Notes held in certificated form)
8.1 In terms of Condition 20.4 a Senior Secured Noteholder entitled to attend and vote at
a meeting of Senior Secured Noteholders is entitled to appoint a proxy to act on his
behalf in connection with such meeting.
8.2 A person appointed to act as proxy need not be a Senior Secured Noteholder.
8.3 A form of proxy ("proxy form") attached as Annex "Z" is enclosed for those Senior
Secured Noteholders who wish to be represented by proxy at the meeting.
8.4 Please note that the proxy form will be deposited at the Specified Office of the Issuer
or at the Specified Office of the Transfer Agent, as the case may be, not less than
24 hours before the time appointed for holding the meeting or adjourned meeting of
the Senior Secured Noteholders specified above.
8.5 For the avoidance of doubt, please note that all voting rights to be exercised in
respect of Notes held in uncertificated form, may be exercised only by Strate
Proprietary Limited for the holders of Beneficial Interests in such Notes, in
accordance with the Applicable Procedures. If the Central Securities Depository
Participant ("CSDP") of a holder of Beneficial Interests does not contact such holder,
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then such holder is advised to contact such holder's CSDP and provide such CSDP
with the holder's voting instructions.
IT IS RESOLVED THAT:
1. EXTRAORDINARY RESOLUTION 1 - AMENDMENT TO ADDITIONAL CONDITION 3 IN
REGARD TO THE NEGATIVE UNDERTAKING AMENDMENT
In terms of Additional Condition 3 (Negative Undertakings) of the Terms and Conditions of
the Senior Secured Notes, the Issuer is entitled, inter alia, to allow and/or request the
release and/or replacement of Mortgage Bonds over Secured Properties, provided that the
Issuer delivers a Compliance Certificate confirming that it is complying with the Financial
Covenants as at the date of the relevant Compliance Certificate and will continue to do so
immediately following the release. The Issuer wishes to clarify that Secured Properties and
related security may be released in these circumstances without the approval of the Senior
Secured Noteholders.
IT IS RESOLVED THAT:
Additional Condition 3 (Negative Undertakings) of the Terms and Conditions of the Senior
Secured Notes be and is hereby amended by the deletion of Additional Condition 3
(Negative Undertakings) and the substitution therefor of the following new Additional
Condition 3 (Negative Undertakings):
"3 Negative Undertakings
3.1 The Issuer undertakes that for so long as any Senior Secured Note remains
Outstanding, it shall not:
3.1.1 issue any further Senior Secured Notes; or
3.1.2 dispose of, add to, or substitute, Secured Properties, and shall not allow Vermeulen
Street Properties to dispose of, add to, or substitute, Secured Properties,
unless:
3.1.3 at least 2 Business Days prior to the issue date of any further Senior Secured Notes
(in the case of paragraph 3.1.1 above), the Issuer has delivered to the Dealer, a
Compliance Certificate confirming that it will be in compliance with the Financial
Covenants as at such issue date (the "Relevant Date"), taking account of the pro
forma effect of the issue of such Senior Secured Notes; or
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3.1.4 at least 2 Business Days prior to the disposal of, addition to, or substitution of,
Secured Properties (in the case of paragraph 3.1.2 above), the Issuer has delivered
to the Dealer, a Compliance Certificate confirming that it will be in compliance
compliance with the Financial Covenants as at such disposal, addition or
substitution date (the "Relevant Date"), taking account of the pro forma effect of the
disposal of, addition to, or substitution of, such Secured Properties.
3.1.4 For purposes of the Interest Cover Ratio, the Measurement Date shall be the last day
of the month preceding the Relevant Date. The Interest Cover Ratio shall be tested
as at the Relevant Date by reference to the audited annual consolidated financial
statements of the Issuer on that date or the interim consolidated financial statements
of the Issuer on that date, or, if neither is available, then the unaudited consolidated
management accounts of the Issuer on that date."
2. EXTRAORDINARY RESOLUTION 2 - SECURITY STRUCTURE AMENDMENTS
Appendix "A" of the Applicable Pricing Supplements for the Senior Secured Notes
describes the current security structure.
IT IS RESOLVED THAT:
The current security structure be and is hereby amended, by:
(a) the execution of the agreements set out below, substantially in the form of the draft
agreements distributed to Noteholders with the Notice of Meeting, each as defined in
the revised definitions as set out in Appendix "A" to the Notice of Meeting:
(i) the Debt Guarantee;
(ii) the agreement entitled "General Amendment Agreement" to be entered into
between the Debt Guarantor, the Issuer and Vermeulen Street Properties to
amend the Cession in Security, the Counter Indemnity, the Cession in Security
(Vermeulen) and the Counter Indemnity (Vermeulen) in order to allow Lenders
and Hedge Providers to share in the Security, through the Debt Guarantor
structure, in addition to the Senior Secured Noteholders;
(iii) the Intercreditor Agreement; and
(iv) the Trust Deed constituting the Delta Property Fund Note Trust;
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(b) the adoption of a new memorandum of incorporation of the Debt Guarantor in
substitution for the current memorandum of incorporation, substantially in the form of
the draft memorandum of incorporation distributed to Noteholders with the Notice of
Meeting;
(c) the amendment of the description of the security structure and related definitions in
respect of the Senior Secured Notes, as set out in Appendix "A" to the Applicable
Pricing Supplements of the Senior Secured Notes, by the adoption of the revised
description of the security structure as set out in Appendix "A" to the Notice of Meeting;
and
(d) the amendment of the Terms and Conditions of the Senior Secured Notes, by the
adoption of the amended/additional Terms and Conditions of the Senior Secured Notes
as set out in Appendix "B" to the Notice of Meeting.
3. EXTRAORDINARY RESOLUTION 3 - EFFECTIVE DATE OF THE AMENDMENTS
IT IS RESOLVED THAT:
Senior Secured Noteholders resolve that subject to the passing of Extraordinary
Resolution 2, the amendments to the Terms and Conditions of the Senior Secured Notes
as approved in Extraordinary Resolution 2 shall take effect from the date which is the later
of:
(a) the date of lodgement of the new memorandum of incorporation of the Debt Guarantor
to be adopted in substitution for the current memorandum of incorporation, in the form
as approved by Extraordinary Resolution of the Senior Secured Noteholders; and
(b) date of signature by the party signing last in time of the last of the agreements referred
to in Extraordinary Resolution 2(a)(i) to(iv) above.
BY ORDER OF THE BOARD OF THE ISSUER
01 June 2015
Debt Sponsor: Nedbank Capital
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ANNEX "Z"
DELTA PROPERTY FUND LIMITED
Registration Number 2002/005129/06
(the "Issuer")
FORM OF PROXY
For use by all of the holders of Senior Secured Notes issued by the Issuer under its
R2,000,000,000 domestic medium term note programme (the "Senior Secured Noteholders"),
at a meeting of Senior Secured Noteholders to be held on 22 June at 10h00 at the offices of
Nedbank Limited, 135 Rivonia Road, Sandown, Sandton, 2196 (the "Senior Secured
Noteholders Meeting").
Capitalised words and phrases used in this form will, unless otherwise defined, bear the same
meanings as in the programme memorandum of the Issuer dated 19 July 2013, read with the
Applicable Pricing Supplements for the Senior Secured Notes (the "Programme
Memorandum").
I/We ………………………………………………………………… being the holder(s) of Notes of
Senior Secured Notes in an Outstanding Principal Amount of ZAR …………………….., appoint
the chairman of the meeting, as my/our proxy to act for me/us and on my/our behalf at the
Senior Secured Noteholders Meeting which will be held for the purpose of considering, and if
deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at
any adjournment thereof; and to vote for and/or against the resolutions and/or abstain from
voting in respect of …………………….. [all/insert number] Senior Secured Notes registered in
my/our names(s), in accordance with the following instructions:
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Number of Votes
For Against Abstain
EXTRAORDINARY RESOLUTION 1 - AMENDMENT TO
ADDITIONAL CONDITION 3 IN REGARD TO THE
NEGATIVE UNDERTAKING AMENDMENT
EXTRAORDINARY RESOLUTION 2 - SECURITY
STRUCTURE AMENDMENTS
EXTRAORDINARY RESOLUTION 3 - EFFECTIVE DATE
OF THE AMENDMENTS
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APPENDIX "A"
DESCRIPTION OF SECURITY ARRANGEMENTS
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APPENDIX "B"
ADDITIONAL/AMENDED TERMS AND CONDITIONS
Date: 01/06/2015 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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