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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
Senior Secured Notes (as defined below) (the Noteholders) issued under the Issuer’s
ZAR5,000,000,000 Domestic Medium Term Note Programme (the Programme) pursuant to the
section headed “Terms and Conditions of the Notes” (the Terms and Conditions) in the amended and
restated programme memorandum dated 27 April 2017 and as amended and restated from time to
time (the Programme Memorandum), in accordance with Condition 18 (Notices) of the Terms and
Conditions for the purposes of obtaining the Noteholders’ written consent to authorise TMF
Corporate Services (South African) Proprietary Limited (as Noteholder Trustee and Finance Provider)
to provide the necessary consent to allow Hospitality Guarantee SPV (RF) Proprietary Limited (the
Debt Guarantor), as the holder of certain Mortgage Bonds (defined below) forming part of the
underlying security applicable to the ZAR60,000,000 Senior Secured Noted due 2020 (with Stock
Code HPF06), ZAR80,000,000 Senior Secured Notes due 2017 (with Stock Code HPF07),
ZAR150,000,000 Senior Secured Notes due 2019 (with Stock Code HPF09) and ZAR600,000,000
Senior Secured Notes due 2018 (with Stock Code: HPF10) (together the Senior Secured Notes) to
agree to the proposed extension of the time period in respect of the Real Right of Extension (as
defined below).
2. As announced via SENS on 11 April 2017 and 20 April 2017 by the Issuer, its wholly-owned subsidiary
HPF Properties Proprietary Limited (as Obligor in terms of the Senior Secured Notes) intends to
acquire (i) various sections and exclusive use areas in the Sandton Eye sectional title scheme (the
Scheme) from Savana Property Proprietary Limited and (ii) an existing real right of extension (the
Real Right of Extension) in the Scheme from Sandton Isle Investments Proprietary Limited.
3. The Radisson Blu Gautrain Hotel (the Radisson) comprises the majority of the Scheme and the
acquisition of items specified in clause 2(i) and (ii) above will complement the existing hotel
operations undertaken by the Radisson and increase the Obligor’s participation quota in the Scheme
from 58.13% to 81.54%.
4. The Real Right of Extension in the Scheme (held under Notarial Cession of Real Right SK2578/2016S),
which allows inter alia for the addition of 7 floors (10,000m of bulk rights) to the immovable property
under the Scheme, expires on 24 February 2021. In terms of section 25(1) of the Sectional Title Act
No. 95 of 1986, in order to extend the Real Right of Extension for a further 10 years to 24 February
2031, the approval of both, the Sandton Eye Body Corporate, as well as any mortgage bond holders
over the Scheme, is required.
5. Currently the Debt Guarantor holds a first and second ranking mortgage bond (the Mortgage Bonds)
over Sections 26, 37, 38, 39, 40, 41, 42, 43, 44 and 45 in the Scheme situated at remaining extent of
Portion 1 of Erf 13 Sandown Township, together with an Undivided Share in the said Scheme
apportioned to the said Sections in accordance with the Participation Quota as endorsed on the said
Sectional Plan, as well as Exclusive Use Areas P93, 95, P97 to P102, P104 to P119; being parking, in
respect of the Radisson.
6. As the Mortgage Bonds constitute part of the security under the Issuer’s security sharing structure
and relating to the Senior Secured Notes, the Debt Guarantor is required to obtain the Finance
Providers’ consent before exercising any decision in respect of the security pursuant to clause 3.1.1.2
of the Security Sharing Agreement.
7. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
thereto in the Terms and Conditions or the Security Sharing Agreement dated on or about 28 April
2017 (the Security Sharing Agreement) as applicable.
8. The Issuer seeks the Noteholders’ consent in accordance with Condition 19 (Amendment of these
Conditions) of the Terms and Conditions to pass the following Extraordinary Resolutions:
8.1 Extraordinary Resolution No. 1:
THAT the Noteholder Trustee (as Finance Provider) be authorised to provide the necessary
consent to allow:
8.1.1 the Debt Guarantor, as holder of the Mortgage Bonds forming part of the underlying security
applicable to the Senior Secured Notes, to agree to the proposed extension of the time period
in respect of the Real Right of Extension relating to the Scheme; and
8.1.2 the Debt Guarantor to enter into any documentation or take any necessary steps to give effect
to the consent specified in clause 8.1.1;
8.2 Extraordinary Resolution No. 2:
THAT the Noteholder Trustee (as Finance Provider) be authorised to enter into any
documentation or to take any necessary steps to give effect to the consents specified in
Extraordinary Resolution 1.
9. The Noteholders are requested to provide their consent to the abovementioned proposals by voting
in relation to the Extraordinary Resolutions specified in 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
24 July 2017 in accordance with the terms and conditions attached to the Consent Request. The
relevant CSD Participant will then notify Strate Proprietary Limited of the total number of Consent
Notices received, containing votes both in favour and not in favour of the proposed Extraordinary
Resolutions.
10. This Notice is being delivered to Strate Proprietary Limited in accordance with Condition 19
(Amendment of these Conditions) of the Terms and Conditions as read with Condition 18 (Notices) of
the Terms and Conditions.
3 July 2017
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 03/07/2017 05:00:00 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.
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