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APF01-02-Notice of Request for Written Consent by Noteholders
ACCELERATE PROPERTY FUND LIMITED
(Registration Number: 2005/015057/06)
(the Issuer)
ISIN APF01: ZAG000120221
ISIN APF02: ZAG000120973
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each
holder (the Noteholders) of the ZAR416,000,000 Senior Secured Floating Rate Notes due
26 September 2017 (the APF01 Notes) and the ZAR285,000,000 Senior Secured Floating
Rate Notes due 26 September 2019 (the APF02 Notes, together with the APF01 Notes, the
Notes) issued under the Accelerate Property Fund Limited ZAR5,000,000,000 Domestic
Medium Term Note Programme (the Programme) established pursuant to a programme
memorandum dated 9 September 2014 (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) as amended and restated by the
terms and conditions set out in the applicable pricing supplements relating to the Notes (the
APF01 Applicable Pricing Supplement in respect of the APF01 Notes and the APF02
Applicable Pricing Supplement in respect of the APF02 Notes, together the Applicable
Pricing Supplements) for purposes of obtaining the Noteholders’ written consent to amend
and restate the Applicable Pricing Supplements, and in particular, the “Additional Terms and
Conditions” set out in Appendix “B” to the Applicable Pricing Supplements, as required in
terms of Condition 17 (Amendment of these Conditions) of the Terms and Conditions.
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning
ascribed thereto in the Terms and Conditions or the Applicable Pricing Supplements where
the context requires.
3. The Issuer seeks the Noteholders’ consent in accordance with Condition 17 (Amendment of
these Conditions) of the Terms and Conditions to:
3.1 amend all references to the “Applicable Pricing Supplement” throughout the Applicable
Pricing Supplement, to “Amended and Restated Applicable Pricing Supplement”;
3.2 delete and replace paragraph 51 of the Applicable Pricing Supplement with the
following wording:
“See Appendix "A" for Description of Security Arrangements, Appendix “B” for
Additional Terms and Conditions, Appendix “C” for the Debt Guarantee and
Appendix “D” for Documents Incorporated by Reference.”,
3.3 insert the words “The authorised Programme Amount of ZAR5,000,000,000 has not
been exceeded.” after the ‘Responsibility’ statement under paragraph 61 of the
Applicable Pricing Supplements;
3.4 amend and restate the Additional Terms and Conditions, as contained in Appendix “B”
of the Applicable Pricing Supplements, in respect of APF01 Notes and APF02 Notes,
by way of:
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3.4.1 the deletion and replacement of Condition 2.5 with the following provision:
“A compliance certificate in respect of (i) compliance with the Financial
Covenants as at each Measurement Date and (ii) setting out in sufficient
detail a description of the Secured Properties as at each Measurement
Date, signed by 2 (two) directors of the Issuer, one of which shall be the
Financial Director, will be available for inspection by the Noteholders,
during normal office hours, at the registered office of the Issuer as set out at
the end of the Programme Memorandum, within 90 (ninety days) of each
Measurement Date.”
3.4.2 the insertion of a new Condition 2.6 as follows:
“The Issuer shall upon written request from the Noteholder Trustee, provide
the Noteholder Trustee with a list of Secured Properties as at the date of
the written request from the Noteholder Trustee, within 10 (ten) Business
Days of receipt of the written request from the Noteholder Trustee.”
3.4.3 the insertion of a new Condition 2.11 to read as follows:
“Negative Undertakings
2.11.1 Subject to Condition 2.11.2, the Issuer shall not dispose of any
Immovable Property owned by it and which constitutes a Secured
Property, unless the Issuer has delivered a certificate to the
Noteholder Trustee at least 10 (ten) Business Days prior to the
registration of transfer of the relevant Secured Property confirming
that, immediately after the disposal of the relevant Secured Property,
the Issuer will comply with the Financial Covenants (taking into
account the disposal of the relevant Secured Property and calculated
by reference to the latest audited consolidated annual financial
statements of the Issuer on that date, or, the unaudited interim
consolidated financial statements of the Issuer on that date, as the
case may be) and specifying in a separate annexure to the certificate,
the Secured Properties over which Mortgage Bonds have been
registered (the Disposal Compliance Certificate).
2.11.2 If the Issuer wishes to dispose of any (or any portion) of the following
Immovable Properties which form part of the Secured Properties:
2.11.2.1 Fourways Mall Shopping Center: Erven 1698, 1699, 1700,
1701, 1714 and 1715 Fourways Extension 14 Township,
Registration Division IQ, Gauteng Province;
2.11.2.2 Cedar Square: Erven 862, 863 and 864 Witkoppen Extension
58 Township and Erven 918 and 919 Witkoppen Extension 8
Township, Gauteng Province;
2.11.2.3 Fourways View: Erf 867 and 868 Witkoppen Extension 27
Township, Registration Division IQ, Gauteng Province;
2.11.2.4 Fourways Game: Erven 1071 and 1072 Witkoppen Extension
12 Township, Registration Division IQ, Gauteng Province; and
2.11.2.5 BMW Fourways Building: Erf 2209 Witkoppen Extension 57
Township, Gauteng Province,
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then, in addition to delivery of the Disposal Compliance Certificate to the
Noteholder Trustee in terms of Condition 2.11.1 above, the consent of the
Noteholder Trustee (acting on the instructions of Noteholders holding not
less than 90% of the Notes then Outstanding) is required for such disposal.
2.11.3 The intended:
2.11.3.1 transfer of an undivided share of the:
2.11.3.1.1 Immovable Properties listed in Conditions 2.11.2.1,
2.11.2.3 and/or 2.11.2.4; and/or
2.11.3.1.2 Erf 1008 Witkoppen Extension 26 Township, Registration
Division IQ, Gauteng Province (known as the Sasol Delta
Building); and/or
2.11.3.1.3 Remaining Extent of Erf 779 Witkoppen Extension 26
Township, Registration Division IQ, Gauteng Province
(known as Exact Mobile);
(the properties referred to as the Fourways
Development Properties),
to Fourways Precinct Proprietary Limited (Fourways Precinct)
and/or any party to whom Fourways Precinct assigns (the Acquirer)
the development rights which it holds over, and the right to acquire an
undivided ownership interest in, the Fourways Development
Properties; and
2.11.3.2 the repurchase of a portion of such undivided share by the
Issuer;
such that the Issuer and the Acquirer thereafter will each hold an
undivided 50% share in the Fourways Development Properties (the
Issuer’s Interest in Fourways), will not require the consent of the
Noteholder Trustee (or any Noteholders), provided that the Issuer
registers a mortgage bond over the Issuer’s Interest in Fourways,
simultaneously with the release of the mortgage bonds over the
Fourways Development Properties. The Noteholder Trustee shall
instruct the Debt Guarantor to do all such things as are necessary to
release and cancel any Mortgage Bond over the relevant Fourways
Development Properties, provided that the Issuer has taken all steps
necessary to ensure that a new Mortgage Bond is registered over the
Issuer’s Interest in Fourways in favour of the Debt Guarantor
simultaneously with the release of the Mortgage Bonds.
2.11.4 Subject to compliance with this Condition 2.11, the Noteholder
Trustee shall instruct the Debt Guarantor to do all such things as are
necessary to release and cancel any Mortgage Bond over any
Immovable Property which the Issuer is permitted to dispose of in
terms of this Condition 2.11.”
3.4.4 the deletion of the words “(by value)” in the definition of “Annual Valuations
Report” and replacing this with the words “(by number)” (as contained in
Condition 2.12.2);
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3.4.5 the insertion of a definition for “Independent Valuation” (as contained in Condition
2.12.11) under the definition of “Immovable Property” as follows:
“Independent Valuation means a valuation report of any Secured Property
by the Valuer and Independent Valuations means, as the context
requires, all of them;”
3.4.6 the deletion of the definition of “Institute of Valuers”, “Open Market Valuation”,
“Property Portfolio”, “Property Portfolio Value” and “Secured Borrowings”;
3.4.7 the amendment and replacement of the definition of “Secured Properties” (as
contained in Condition 2.12.23), which shall read as follows:
“Secured Properties means, as at any date, each of the Immovable
Properties owned by the Issuer over which a Mortgage Bond is registered
in favour of the Debt Guarantor for the Issuer’s obligations to the Debt
Guarantor in connection with, inter alia, the Senior Secured Notes and
Secured Property shall mean any one of them;”
3.4.8 the deletion of the words “(with the prior approval of the Noteholder Trustee)”
from the definition of “Valuer” (as contained in Condition 2.12.31); and
3.5 the deletion of the Property Schedule contained in Appendix “C”,
by completing the Consent Notice (available from Strate Proprietary Limited 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 24 July 2015 in accordance with the terms and
conditions thereto. The relevant CSD Participant will then notify Strate Proprietary Limited of
the total number of Consent Notices received, both in favour and not in favour of the
proposed amendments.
4. The changes set out in the APF01 Applicable Pricing Supplement and the APF02 Applicable
Pricing Supplement are available on the Issuer’s website at http://www.acceleratepf.co.za
and the JSE’s website at www.jse.co.za.
5. This Consent Request is being delivered to the JSE in accordance with Condition 17
(Amendment of these Conditions) as read with Condition 16 (Notices) of the Terms and
Conditions.
2 July 2015
Debt Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
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Date: 02/07/2015 03:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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