REDEFINE PROPERTIES LIMITED - Results of meeting of holders of all outstanding notes issued by Redefine Properties under its DMTN Programme

Release Date: 23/08/2018 16:55
 
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Results of meeting of holders of all outstanding notes issued by Redefine Properties under its DMTN Programme

REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
Company code: BIRDF
(Approved as a REIT by the JSE)
("Redefine")


RESULTS OF MEETING OF THE HOLDERS OF ALL THE OUTSTANDING NOTES ISSUED BY REDEFINE PROPERTIES LIMITED 
UNDER ITS R20,000,000,000 DOMESTIC MEDIUM TERM NOTE PROGRAMME


Noteholders are advised that at the meeting of Redefine Noteholders held on Thursday,
23 August 2018, the following resolutions were proposed and passed by the requisite majority of
Noteholders, being not less than 66.67% of the value of the votes cast by Noteholders, present in
person or by proxy.

Details of the results of voting at the meeting are as follows:

- total number of Notes that could have been voted at the meeting: 11 381 000 000.
- total number of Notes that that were present/represented at the meeting: 9 908 840 000 being
  87.1% of the total number of Notes that could have been voted at the meeting.

Extraordinary resolution 1 of the Noteholders - Approval of cross-default threshold increase

Pursuant to Condition 18.4 of the Terms and Conditions of the Notes, with effect from the Effective
Date, the Noteholders approve the increase of the cross-default threshold from ZAR100,000,000 to
ZAR250,000,000, by deleting ZAR100,000,000 in the definition of Material Indebtedness and replacing
it with ZAR250,000,000.

The results of the voting on Extraordinary Resolution 1 are set out below:

-     9 722 700 000 Noteholders, representing 98.1% of the votes cast, voted in favour of Extraordinary
      Resolution 1;
-     186 140 000 Noteholders, representing 1.9% of the votes cast, voted against Extraordinary
      Resolution 1; and
-     No Noteholders abstained from voting on Extraordinary Resolution 1.

Extraordinary Resolution 2 of the Noteholders - Approval of additional/replacement financial covenant
definitions

Pursuant to Condition 18.4 of the Terms and Conditions of the Notes, with effect from the Effective
Date, the Noteholders approve the following amendments to Condition 9.6.7:

(i)   the deletion of the definition of "Financial Covenant" in its entirety and the replacement thereof
      with the following:
      "(a) Financial Covenant means the Redefine Group Loan to Value Ratio (as defined below) to
           be maintained by the Issuer for as long as any Notes remain Outstanding under these
           Terms and Conditions, whereby such Redefine Group Loan to Value Ratio shall not exceed
           50% (fifty percent)."

(ii)  the deletion of the definition of "Loan to Value Ratio"

(iii) the inclusion of the following additional definitions:
      "(b) Redefine Group Loan to Value Ratio means the aggregate of the Total Debt divided by the
           Redefine Group Property Valuation Amount in respect of the Measurement Period."
      "(c) Redefine Group Property Valuation Amount means the aggregate of (a) the market value of
           investment property owned by each member of the Redefine Group; (b) the value of the
           equity accounted property investments of the Redefine Group in associates and joint
           ventures; (c) the market value of listed securities owned by the Redefine Group in
           companies, the nature of business of which is property investment; and (d) the market
           value of loans receivable in each case, determined with reference to the interim and
           audited financial statements."
      "(d) Total Debt means the aggregate of all interest bearing borrowings and the market value of
           cross currency swaps of the Redefine Group net of cash and cash equivalents."

The results of the voting on Extraordinary Resolution 2 are set out below:

-     9 458 200 000 Noteholders, representing 95.7% of the votes cast, voted in favour of Extraordinary
      Resolution 2;
-     424 640 000 Noteholders, representing 4.3% of the votes cast, voted against Extraordinary
      Resolution 2; and
-     26 000 000 Noteholders, representing 0.2% of all Notes issued by Redefine, abstained from voting
      on Extraordinary Resolution 2.

Extraordinary Resolution 3 of the Noteholders - Approval of optional redemption upon a put event

Pursuant to Condition 18.4 of the Terms and Conditions of the Notes, with effect from the Effective
Date, the Noteholders approve the amendment of the Terms and Conditions of the Notes to include
the following new Condition 9.7:

"9.7  Optional Redemption in respect of a Put Event
      9.7.1  This Condition 9.7 shall apply only to Senior Notes. Senior Notes in a Tranche of Notes
             have the right of optional redemption in respect of a Put Event.
      9.7.2  The Issuer must promptly notify the Noteholders of the Series of Notes to whom this
             Condition 9.7 applies, in accordance with Condition 17, if it becomes aware of any Put
             Event and specify the nature of that Put Event.
      9.7.3  Each Noteholder of the Series may, by notice to the Issuer delivered by that Noteholder
             to the Issuer within the Election Period, declare all or any part of the Notes in respect of
             that Noteholder, to be due and payable 15 days after the expiry of the Election Period.
      9.7.4  Notes redeemed pursuant to this Condition 9.7 will be redeemed at their Early
             Redemption Amount referred to in Condition 9.8, together with accrued unpaid interest (if
             any) from (and including) the immediately preceding Interest Payment Date to (but
             excluding) the date of redemption or such other amount specified in, or determined in the
             manner specified in, the Applicable Pricing Supplement.

      For the purposes of this Condition 9.7:
            (a)  "Election Period" means, in relation to a Put Event, the period ending 45 days after
                 the date on which that Put Event is notified by the Issuer to the relevant Noteholders
                 or, failing such notice, the period ending 45 days after the relevant Noteholders
                 otherwise become aware of the Put Event;
            (b)  "Put Event" means the occurrence of any of the following:
                 (i)   the Notes in the relevant Series of Senior Notes cease to be admitted to listing
                       on the Interest Rate Market of the JSE or another regulated, regularly operating,
                       recognised stock exchange or securities market, and such failure is not
                       remedied within 15 Business Days;
                 (ii)  the failure to maintain a credit rating of the Issuer and/or the Programme and/or
                       the Notes by a Rating Agency, if the Applicable Pricing Supplement specifies
                       that a credit rating is assigned to the Issuer and/or the Programme and/or the
                       Notes, and such failure is not remedied within 15 Business Days."

The results of the voting on Extraordinary Resolution 3 are set out below:

-     9 908 840 000 Noteholders, representing 100% of the votes cast, voted in favour of Extraordinary
      Resolution 3;
-     No Noteholders voted against Extraordinary Resolution 3; and
-     No Noteholders abstained from voting on Extraordinary Resolution 3.

Extraordinary Resolution 4 of the Noteholders - Approval of amendment to definition of "investment
grade rating" in the context of noteholder right of optional redemption upon a change of control

Pursuant to Condition 18.4 of the Terms and Conditions of the Notes, with effect from the Effective
Date, the Noteholders approve the amendment to Condition 9.5.5 by the deletion of the definition of
"Investment Grade Rating" in its entirety and the replacement thereof with the following:

      ""Investment Grade Rating" means a national scale rating of "Baa3za" by Moody's, "zaBBB-"
      by S&P, "BBB-" by GCR or its equivalent for the time being, or better."

The results of the voting on Extraordinary Resolution 4 are set out below:

-     9 908 840 000 Noteholders, representing 100% of the votes cast, voted in favour of Extraordinary
      Resolution 4;
-     No Noteholders voted against Extraordinary Resolution 4; and
-     No Noteholders abstained from voting on Extraordinary Resolution 4.

Extraordinary Resolution 5 of the Noteholders - Approval of no voting rights by issuer or any subsidiary

Pursuant to Condition 18.4 of the Terms and Conditions of the Notes, with effect from the Effective
Date, the Noteholders approve the amendment of the Terms and Conditions of the Notes to include
the following new Condition 20:

"20. NO VOTING RIGHTS ON NOTES HELD BY THE ISSUER OR ANY SUBSIDIARY
None of the Issuer or any Subsidiary will have any voting rights in respect of Notes which are
beneficially held by or on behalf of the Issuer or any Subsidiary."
The results of the voting on Extraordinary Resolution 5 are set out below:

-     9 908 840 000 Noteholders, representing 100% of the votes cast, voted in favour of Extraordinary
      Resolution 5;
-     No Noteholders voted against Extraordinary Resolution 5; and
-     No Noteholders abstained from voting on Extraordinary Resolution 5.

*Capitalised terms and expressions used in this announcement and not otherwise defined herein, shall
have the meanings ascribed to such terms and conditions in the Placement Document.

23 August 2018


Debt sponsor
Java Capital

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