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EMII - Notice of a Meeting of the Holders of all the Outstanding Notes Issued by Emira
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)
(“Emira”)
NOTICE OF A MEETING OF THE HOLDERS OF ALL THE OUTSTANDING NOTES ISSUED
BY EMIRA PROPERTY FUND LIMITED UNDER ITS R5,000,000,000 DOMESTIC MEDIUM
TERM NOTE PROGRAMME
1. Pursuant to Condition 18 of the Terms and Conditions of the Notes (the "Notes"), the
Issuer hereby gives notice that a meeting of the holders of all the outstanding Notes issued
by the Issuer under its R5,000,000,000 domestic medium term note programme (the
"Noteholders"), will be held on 6 December 2018 at 09h00 at the offices of Emira Property
Fund Limited, Knightsbridge, Building A, 1st Floor, 33 Sloane Street, Bryanston,
Johannesburg, 2021 (the "Noteholders Meeting") at which the resolutions set out below
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 1 July 2015 (the
"Programme Memorandum"), read with the Applicable Pricing Supplements for the
Notes.
3. The record date to be recorded in the Register to receive the notice of this meeting is the
date of publication of this notice on the stock exchange new service ("SENS"). The record
date to be recorded in the Register to vote at the Noteholders Meeting, is Friday, 30
November 2018.
WHEREAS
4. In terms of Condition 20.4.1 of the Terms and Conditions of the Notes, written notice of a
meeting of the Noteholders is to be given to the Noteholders at least 21 days prior to the
meeting. The meeting convened in terms of this notice has been convened with the
required notice of at least 15 Business Days, as required by the JSE Debt Listings
requirements.
AND FURTHER WHEREAS
5. The Issuer wishes to update Condition 9.5 of the Terms and Conditions of the Notes,
which relates to the loan to valuation ratio, as more fully set out in the resolutions below.
6. The Issuer therefore requests the Noteholders to approve, by Extraordinary Resolution,
the resolutions set out below.
7. An Extraordinary Resolution of the Noteholders means a resolution passed at a properly
constituted meeting of the Noteholders, by a majority consisting of not less than 66,67% of
the votes cast at a poll by members of the Noteholders, present in person or by proxy.
8. If approved, any amendments of the Terms and Conditions in the Programme and in the
Terms and Conditions of the outstanding Notes will be effected by way of an updated
Programme Memorandum, which will be made available on the website of the JSE at
www.jse.co.za and on the website of the Issuer at www.emira.co.za.
9. Proxies (for use by holders of Notes held in certificated form)
9.1 In terms of Condition 20.10, a Noteholder entitled to attend and vote at a meeting of
the Noteholders is entitled to appoint a proxy to act on his behalf in connection with
such meeting.
9.2 A person appointed to act as proxy need not be a Noteholder.
9.3 A form of proxy ("proxy form") attached as Schedule "1" is enclosed for those of the
Noteholders who wish to be represented by proxy at the meeting.
9.4 Please note that the proxy form should be sent to Strate Proprietary Limited at
cdadmin@strate.co.za, and a copy should be sent to Rand Merchant Bank, c/o
Nicola Corry at nicola.corry@rmb.co.za, at any time before the time, and on the date,
appointed for holding the meeting or adjourned meeting of the Noteholders specified
above.
9.5 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 NUMBER 1 OF THE NOTEHOLDERS - AMENDMENT
TO CONDITION 9.5 (REDEMPTION IN THE EVENT OF A BREACH OF THE LOAN TO
VALUE RATIO)
Pursuant to Condition 19.3 of the Terms and Conditions of the Notes, the Noteholders
approve the following amendments to Condition 9.5:
(i) the deletion of Condition 9.5.1 in its entirety, such that the redemption event
applies without needing to be specified in the Applicable Pricing Supplement;
(ii) the deletion of Condition 9.5.11.3 in its entirety and replacing it with the following:
9.5.11.3. Loan to Value Ratio means the ratio between the Total Debt of the
Emira Property Fund Group and the Property Portfolio Value;
(iii) the deletion of Condition 9.5.11.6 in its entirety and replacing it with the following:
9.5.11.6. Open Market Value means in respect of Investment Property, the annual
property valuation undertaken at the instance of the Issuer in regard to
all Investment Property, which in relation to a minimum of 33.3% (thirty
three point three percent) of Investment Property by number, shall be
undertaken by a Valuer or Valuers appointed by the Issuer, provided that
in respect of any 3 (three) year period all Investment Property will have
been valued by a Valuer or Valuers;
(iv) the deletion of Condition 9.5.11.7 in its entirety and replacing it with the following:
9.5.11.7. Property Portfolio Value means the aggregate of (a) the Open Market
Value of Investment Property; (b) the value of the equity accounted
property investments of the Emira Property Fund Group in associates
and joint ventures; (c) the market value of listed securities owned by the
Emira Property Fund 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;
(v) the inclusion of the following additional definitions:
9.5.11.10. Total Debt means the aggregate of all interest bearing borrowings and
the market value of cross currency swaps of the Emira Property Fund
Group net of cash and cash equivalents;
9.5.11.11. Investment Property means all the immovable properties owned by the
Emira Property Fund Group from time to time.
BY ORDER OF THE BOARD OF THE ISSUER
EMIRA PROPERTY FUND LIMITED
The form of proxy is attached to the notice of meeting request released by STRATE to the
CSDPs.
14 November 2018
Debt Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 14/11/2018 12:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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