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Delta bondholders meeting announcement
Delta Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
Share code: DLT ISIN: ZAE000194049
("Delta" or “the Company”)
REIT status approved
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 14th October 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
Notes (Negative Undertakings) relating to the disposal of, addition to, or substitution of
Secured Properties and the related security without Noteholder approval, subject to
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compliance with the Financial Covenants and the Portfolio Covenants, as more fully set
out in the resolutions below (the "Negative Undertaking Amendment").
5. The Issuer therefore requests Senior Secured Noteholders to approve the following
Extraordinary Resolutions.
6. Proxies (for use by holders of Notes held in certificated form)
6.1 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.
6.2 A person appointed to act as proxy need not be a Senior Secured Noteholder.
6.3 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.
6.4 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.
6.5 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,
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 include Portfolio Covenants that
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need to be satisfied in these circumstances and 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 and the Portfolio 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
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 with the Financial Covenants and
the Portfolio 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.
3.2 The Financial Covenants and the Portfolio Covenants (the "Covenants") shall be
tested on a forward looking basis on:
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3.2.1 the date of issue of any further Senior Secured Notes; or
3.2.2 the date of registration in the deeds office of the disposal of, addition to,
or substitution of, Secured Properties,
as the case may be, in relation to each 12 month period ending on the last day of
the month preceding that 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.
3.3 The Issuer is entitled to dispose of, add to, or substitute, Secured Properties, subject
to compliance with the following provisions:
3.3.1 the Issuer must deliver a Compliance Certificate to the Dealer in
accordance with the provisions of Condition 3.1.4, signed by 2 directors
of the Issuer, confirming compliance with the Covenants;
3.3.2 the Compliance Certificate must (i) identify the Secured Properties to be
disposed of, added to, or substituted, and (ii) include as an annexure to
the Compliance Certificate, an updated list of the Secured Properties
following the disposal of, addition to, or substitution of, such Properties,
and the Mortgage Bonds in respect of such Secured Properties, and the
Secured Property Portfolio Value and (iii) include confirmation that the
Lease Payments, Lease Agreements, Insurance Policies and Insurance
Proceeds (as defined in the Cession in Security or the Cession in
Security (Vermeulen), as the case may be) have been ceded in security
to the Debt Guarantor in accordance with the provisions of the Cession
in Security or the Cession in Security (Vermeulen), as the case may be;
3.3.3 upon receipt by the Dealer of a Compliance Certificate in accordance
with the provisions of Condition 3.3.1 and 3.3.2, confirming compliance
with the Covenants, the Debt Guarantor will be obliged to sign any
documents required to give effect to any addition to, substitution of, or
sale of, Secured Properties and the release of the security in respect of
the Properties to be disposed of or substituted, including the cancellation
of the Mortgage Bonds in respect of such Properties.
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3.3 The criteria that the portfolio of Secured Properties must satisfy (the "Portfolio
Covenants") for purposes of Conditions 3.1 and 3.2 are set out in Appendix "A" to
the Notice of Meeting.
3.4 Following the disposal of, addition to, or substitution of, Secured Properties, in
accordance with the provisions of this Condition 3, the Issuer must deliver a
certificate to the Dealer confirming the registration in the deeds office of the transfer
of the Secured Properties and the registration/cancellation of the Mortgage Bonds in
respect of such Secured Properties.
BY ORDER OF THE BOARD OF THE ISSUER
Johannesburg
23rd September 2015
Debt Sponsor:Nedbank Capital, a division of Nedbank Limited
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 14th October 2015 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
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APPENDIX "A"
PORTFOLIO COVENANTS
1) Minimum Geographic Concentration spread requirement
The Secured Properties (the "Portfolio") will be situated in at least 3 South African
cities. A single city will not account for more than 50% of the Portfolio by GLA.
2) Minimum Property Sector diversification requirement
Office Buildings will constitute at least 60% of the Portfolio, and any other sector will not
constitute more than 30% of the Portfolio by GLA.
3) Minimum Weighted Average Lease Period
The Weighted Average Lease Expiry ("WALE") of the Portfolio will not be less than 1.5
years.
4) Minimum Tenant Rental Concentration requirement
Rentals from sovereign and parastatal tenants (that ultimately draw their funds from the
taxpayer) in the Portfolio will not be less than 50%.
5) Minimum Tenant GLA Concentration requirement
GLA occupied by sovereign and parastatal tenants (that ultimately draw their funds from
the taxpayer) in the Portfolio will not be less than 50%.
6) Minimum Occupancy Rate
Occupancy rate will not be less than 90% over the Portfolio.
For the purposes of these Portfolio Covenants:
1) "GLA" means gross lettable area, being the area of a property, measured in square
metres, that has been or is capable of being let to a tenant for exclusive occupation or
as a pro-rata allocation of common areas;
2) "Office Building" means a building where the majority of the GLA is let to a tenant /
tenants, or intended for tenants, that use / would use the area for clerical, professional or
administrative purposes in the continuation of their business;
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3) "Weighted Average Lease Expiry" is the representation in years of the remaining lease term
from a given date, weighted in respect of the GLA of each of the relevant leases. It is calculated
by aggregating of the product of the GLA of each lease within the sample and it’s applicable
remaining lease term, and then dividing this by the aggregate GLA of the sample.
Formula: WALE in years =
(GLAL1 x Years RemainingL1) + (GLAL2 x Years RemainingL2) + …… + (GLALN x Years RemainingLN)
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Total GLA
Where:
GLAL1 is the GLA of the first lease in the sample
GLALN is the GLA of the last lease in the sample. The steps in the numerator should
include all leases in the sample. ie: if there are 10 leases in the sample, GLA x Years
Remaining for all 10 leases should be aggregated.
Years RemainingL1 is the years remaining from the calculation or given date, rounded to
2 decimals
Total GLA is the total GLA of the sample, and will be summation of GLA L1 all the way
through to GLALN
4) Formula: Occupancy Rate =
GLA current subject to a lease agreement
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Total GLA
Date: 23/09/2015 04:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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