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EPF007 EPF016 EPF017 - Financial Covenants Notification
Emira Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2014/130842/06)
Company code: EMII
(Approved as a REIT by the JSE)
Bond code: EPF007 ISIN: ZAG000128836
Bond code: EPF016 ISIN: ZAG000153958
Bond code: EPF017 ISIN: ZAG000153966
(“Emira” or “the Issuer”)
FINANCIAL COVENANTS NOTIFICATION
Bondholders are advised of the following financial covenant report.
The Issuer’s financial covenant requirements, applicable to the listed notes, is as follows:
• Loan to Value Ratio (“LTV ratio”) does not exceed 50% for the Emira Property Fund Group
(“the Group”). As per the Programme Memorandum the LTV is calculated as follows:
- Loan to Value Ratio means the ratio between the Indebtedness for Borrowed Money of
the Group and the Property Portfolio Value;
- Indebtedness for Borrowed Money means any present or future indebtedness (whether
being principal, premium, interest or other amounts) for or in respect of (i) monies
borrowed, or (ii) liabilities under any acceptance or acceptance credit, or (iii) any bonds,
notes, debentures, debenture stock, loan stock or other debt securities;
- Property Portfolio means all the immovable properties owned by the Group from time to
time;
- Property Portfolio Value means the most recent Open Market Valuation; and
- Open Market Valuation means in respect of the Property Portfolio, the annual property
valuation undertaken at the instance of the Issuer in regard to all the properties in the
Property Portfolio, which in relation to a minimum of 33.3% of the Property Portfolio by
number, shall be undertaken by a Valuer or Valuers appointed by the Issuer, provided that
in respect of any three year period the Property Portfolio will have been valued, in
accordance with the valuation methodology approved by the Institute of Valuers from
time to time or such other methodology approved in writing by the Valuers approved by
the Issuer.
• Loan to Valuation Ratio (Group 1) (“LTV Group 1 ratio”) of the Group 1 Property Portfolio does
not exceed 40% at any time, based on the most recent Open Market Valuation. As per the
Applicable Pricing Supplements the LTV Group 1 ratio is calculated as follows:
- LTV Group 1 ratio means at any time, in respect of the Group 1 Notes, the ratio as
expressed as follows:
LTV Group 1 ratio = L divided by V
Where:
L = the aggregate Outstanding Principal Amount of the Group 1 Notes; and
V = the amount of the most recent Open Market Valuation of all the Properties in the
Group 1 Property Portfolio;
- Group 1 Notes means each Tranche of Notes sharing in the same security and designated
as a Group 1 Note in its Applicable Pricing Supplement;
- Open Market Valuation means in respect of the Properties in the Group 1 Property
Portfolio, the annual property valuation undertaken and prepared at the instance of the
Issuer in regard to all the Properties in the Group 1 Property Portfolio, which in relation
to a minimum of 1/3 of the Properties in the Group 1 Property Portfolio, shall be
undertaken by a Valuer or Valuers appointed by the Issuer and conducted in accordance
with the valuation methodology approved by the Institute of Valuers from time to time;
provided that in respect of any 3 year period all of the Properties in the Group 1 Property
Portfolio will have been valued, in accordance with the valuation methodology approved
by the Institute of Valuers from time to time or such other methodology approved in
writing by Valuers approved by the Issuer; and
- Group 1 Property Portfolio means those Properties in the Property Portfolio which provide
security in respect of the Group 1 Notes, listed in a schedule provided to the Trustee on
the Issue Date, as such schedule may be updated from time to time, including following
any disposal of, addition to or substitution of, the Properties in accordance with the
provisions Condition 25 of the Group 1 Notes.
The Issuer confirms that:
• the LTV ratio was tested at 30 June 2018 and does not exceed 50%, with the LTV ratio
measuring 45.7%; and
• the LTV Group 1 ratio was tested at 30 June 2018 and does not exceed 40%, with the LTV
Group 1 ratio measuring 36.8%.
28 September 2018
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 28/09/2018 12:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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