HOSPITALITY PROPERTY FUND LIMITED - Notice of Request for Written Consent of Noteholders

Release Date: 06/04/2017 15:20
 
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Notice of Request for Written Consent of Noteholders

Hospitality Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2009/016487/06)
Company code: HPAI
(Approved as a REIT by the JSE)
(“Hospitality” or “the Issuer”)


 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 of
        Notes (the Noteholders) issued under the Issuer’s ZAR2,000,000,000 Domestic Medium Term Note
        Programme (the Programme) pursuant to the section headed “Terms and Conditions of the Notes”
        (the Terms and Conditions) in the programme memorandum dated 28 March 2013 and as amended
        and restated from time to time (the Programme Memorandum), in accordance with Condition 19
        (Notices) of the Terms and Conditions for the purposes of obtaining the Noteholders’ written consent
        to various amendments in order to restructure and increase the flexibility of the underlying security
        structure applicable to the Senior Secured Notes, such amendments including inter alia, increasing
        the Programme size from ZAR2,000,000,000 to ZAR5,000,000,000 and making consequential changes
        to the Applicable Pricing Supplements relating to the Notes (the Existing Applicable Pricing
        Supplements).

2.      Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
        thereto in the Terms and Conditions, the amended and restated common terms agreement dated on
        or about 12 April 2013 (the Common Terms Agreement) or the amended and restated intercreditor
        agreement dated on or about 12 April 2013 (the Intercreditor Agreement), as applicable.

3.      The Issuer seeks the Noteholders’ consent in accordance with Condition 20 (Amendment of these
        Conditions) of the Terms and Conditions to:

3.1        waive the requirement that the Noteholders be given at least 21 (twenty-one) Days written notice
           in terms of Condition 21.4 (Meeting of Noteholders – Notice of meeting) of the Terms and
           Conditions before the Issuer can request that the Senior Secured Noteholders provide their
           consent to the following proposals:

3.1.1         the entry into a release and cancellation agreement amongst the Issuer, HPF Properties
              Proprietary Limited (HPF), Hospitality Guarantee SPV (RF) Proprietary Limited (the Guarantor
              SPV), TMF Corporate Services (South Africa) Proprietary Limited (formerly GMG Trust
              Company (SA) Proprietary Limited) (TMF), Nedbank Limited (Nedbank), Absa Bank Limited
              (acting through its Corporate and Investment Banking division) (Absa) and Rand Merchant
              Bank, a division of FirstRand Bank Limited (RMB) which will provide for, inter alia, the release
              and cancellation of the existing security and guarantees pursuant to the existing transaction
              documents (the Release and Cancellation Agreement);

3.1.2         the entry into an implementation agreement amongst the Issuer, Fezisource Proprietary
              Limited (Fezisource), the Guarantor SPV, HPF, Nedbank, RMB and TMF (the Implementation
              Agreement);

3.1.3         the entry into a security sharing agreement amongst the Issuer, Fezisource, the Guarantor SPV,
              HPF, Nedbank, RMB and TMF (the Security Sharing Agreement);

3.1.4         the entry into a counter indemnity agreement amongst the Issuer, Fezisource, HPF and the
              Guarantor SPV (the Counter Indemnity Agreement);

3.1.5         the entry into an amendment and restatement agreement amongst the Issuer, Fezisource,
              HPF, the Guarantor SPV and TMF amending and restating the trust deed dated 13 March 2013
              (the Trust Deed) establishing the Hospitality First Ranking Secured Notes Trust (the
              Amendment and Restatement Agreement);

3.1.6         the entry into a noteholder debt guarantee between the Guarantor SPV and the Secured
              Noteholders (as defined therein) (the Noteholder Debt Guarantee);

3.1.7         the entry into a hedge provider finance debt guarantee between the Guarantor SPV and RMB
              (the RMB Hedge Provider Debt Guarantee);

3.1.8         the entry into a hedge provider finance debt guarantee between the Guarantor SPV and
              Nedbank (the Nedbank Hedge Provider Debt Guarantee);

3.1.9         the entry into a facility lender finance debt guarantee between the Guarantor SPV and
              Nedbank (the Nedbank Facility Lender Debt Guarantee);

3.1.10        the entry into a noteholder guarantee to be issued by Fezisource and HPF in favour of TMF
              (the Noteholder Guarantee);

3.1.11        the entry into a cession and pledge in security between the Issuer and the Guarantor SPV (the
              Cession and Pledge);

3.1.12        the entry into a cession in security amongst HPF, Fezisource and the Guarantor SPV in terms of
              which each of HPF and Fezisource cedes in favour of the Guarantor SPV all of its rights, title
              and interest in and to its Bank Accounts, Book Debts, Lease Agreements, Insurance Contracts
              and Insurance Proceeds (each as defined therein) (the Cession in Security);
 
3.1.13        the entry into a subordination agreement amongst the Issuer, Fezisource, the Guarantor SPV,
              HPF, Nedbank, RMB and TMF (the Subordination Agreement);

3.1.14        the entry into a debt guarantor management agreement between the Guarantor SPV and TMF
              (the Debt Guarantor Management Agreement);

3.1.15        the registering of continuing covering mortgage bonds by Fezisource and HPF in favour of the
              Guarantor SPV over immovable properties owned by Fezisource and HPF, respectively, as
              security for any indebtedness which Fezisource, the Issuer, HPF and/or other direct or indirect
              subsidiaries may owe or have towards the Guarantor SPV from time to time (the Mortgage
              Bonds);

3.1.16        the amendment and restatement of the following applicable pricing supplements (the
              Amended and Restated Applicable Pricing Supplements):

3.1.16.1         applicable pricing supplement for the Senior Secured Notes issued under stock code HPF06;

3.1.16.2         applicable pricing supplement for the Senior Secured Notes issued under stock code HPF07;

3.1.16.3         applicable pricing supplement for the Notes issued under stock code HPF08;

3.1.16.4         applicable pricing supplement for the Senior Secured Notes issued under stock code HPF09;
                 and

3.1.16.5         applicable pricing supplement for the Senior Secured Notes issued under stock code HPF10;
                 and

3.1.17        the amendment and restatement of the Programme Memorandum (including the Terms and
              Conditions) (the Amended and Restated Programme Memorandum), (the Proposed Transaction);

3.2        consent to the amendment and restatement and/or entry into of the documents referred to in
           paragraphs 3.1.1 to 3.1.17 above;

3.3        allow the Noteholder Trustee (as one of the Senior Secured Creditors pursuant to the Common
           Terms Agreement and the Intercreditor Agreement) to provide written approval to the Security
           Agent for the entry into or amendment and restatement of the documents listed in paragraphs
           3.1.1 to 3.1.17 above, to authorise the Security Agent to consent to the Proposed Transaction and
           to authorise the Security Agent to do all such things and sign all such documents as are necessary
           to give effect to the Proposed Transaction; and

3.4        where relevant, authorise the Noteholder Trustee and the Security Agent to take such steps as are
           necessary to give effect to the transactional documents referred to in paragraphs 3.1.1 to 3.1.17.

4.    The Noteholders are requested to provide their consent to the abovementioned proposals by
      completing the Consent Notice (available on request from the Transfer Agent) and delivering 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 25 April 2017 in accordance with the terms and conditions
      attached to the Consent Notice. 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.

5.    The changes marked-up against the Existing Applicable Pricing Supplements and the Programme
      Memorandum are available on the Issuer’s website at www.hpf.co.za.

6.    Drafts in substantially agreed form of the proposed documents listed in paragraphs 3.1.1 to 3.1.17
      above and the changes marked-up against the Existing Applicable Pricing Supplements and the
      Programme Memorandum are available on request from the Transfer Agent. Requests should be
      sent to Delia Patterson at delia.patterson@rmb.co.za and by telephone at +27 11 282 4162.

7.    This Notice is being delivered to JSE Limited in accordance with Condition 20 (Amendment of these
      Conditions) of the Terms and Conditions as read with Condition 19 (Notices) of the Terms and
      Conditions.



6 April 2017

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)


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