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EMII - Notice of a Meeting of the Holders of Specific Outstanding Notes and all Outstanding Notes in issue
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 HELD UNDER STOCK CODES EPF008,
EPF010, EPF011, EPF012, EPF014, EPF015, EPFC37, EPFC39, EPFC40 AND EPFC41 RESPECTIVELY ISSUED BY
EMIRA PROPERTY FUND LIMITED UNDER ITS R5,000,000,000 DOMESTIC MEDIUM TERM NOTE PROGRAMME AND
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:
1.1 a meeting of the holders of all the outstanding Notes held under Stock Codes EPF008,
EPF010, EPF011, EPF012, EPF014, EPF015, EPFC37, EPFC39, EPFC40 and EPFC41
respectively, issued by the Issuer under its R5,000,000,000 domestic medium term note
programme; and
1.2 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 13 February 2019 at 11h30 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 7 December 2018 (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, 8 February 2019.
WHEREAS
4. In terms of Condition 20.5 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 15 Business 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. NOTES HELD UNDER STOCK CODES EPF008, EPF010, EPF011, EPF012, EPF014, EPF015,
EPFC37, EPFC39, EPFC40 AND EPFC41 RESPECTIVELY
5.1 In respect of the Notes held under Stock Codes EPF008, EPF010, EPF011, EPF012,
EPF014, EPF015, EPFC37, EPFC39, EPFC40 and EPFC41 respectively, the Issuer wishes
to include additional Redemption events in the applicable pricing supplements for those
Notes, which Redemption events relate to Condition 9.6 (Redemption in the event of a change
of control) and Condition 9.7 (Redemption in the event of a failure to maintain JSE listing or
credit rating), as more fully set out in the resolutions below. The applicable pricing
supplements are detailed below as follows:
(a) the applicable pricing supplement dated 8 September 2016 relating to the issue of
R240,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPF008 (the EPF008 Applicable Pricing Supplement);
(b) the applicable pricing supplement dated 3 September 2016 relating to the issue of
R100,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPF010 (the EPF010 Applicable Pricing Supplement);
(c) the applicable pricing supplement dated 6 June 2017 relating to the issue of
R200,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPF011 (the EPF011 Applicable Pricing Supplement);
(d) the applicable pricing supplement dated 2 November 2017 relating to the issue of
R149,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPF012 (the EPF012 Applicable Pricing Supplement);
(e) the applicable pricing supplement dated 24 May 2018 relating to the issue of
R400,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPF014 (the EPF014 Applicable Pricing Supplement);
(f) the applicable pricing supplement dated 29 May 2018 relating to the issue of
R127,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPF015 (the EPF015 Applicable Pricing Supplement);
(g) the applicable pricing supplement dated 28 February 2018 relating to the issue of
R90,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPFC37 (the EPFC37 Applicable Pricing Supplement);
(h) the applicable pricing supplement dated 3 September 2018 relating to the issue of
R194,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPFC39 (the EPFC39 Applicable Pricing Supplement);
(i) the applicable pricing supplement dated 1 October 2018 relating to the issue of
R75,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPFC40 (the EPFC40 Applicable Pricing Supplement);
(j) the applicable pricing supplement dated 1 November 2018 relating to the issue of
R125,000,000 Senior Unsecured Floating Rate Listed Notes with Stock Code
EPFC41 (the EPC41 Applicable Pricing Supplement).
6. ALL OUTSTANDING NOTES
6.1 In respect of all the outstanding Notes issued by the Issuer under its R5,000,000,000
domestic medium term note programme, the Issuer wishes to delete Condition 9.5.10.9 in its
entirety and replace it with the following:
9.5.10.9 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, and where the aggregate of (i) the value of the equity
accounted property investments by the Emira Property Fund Group in associates
and joint ventures and (ii) the market value of loans receivable is limited to 20%
(twenty percent) of the total assets of the Emira Property Fund Group;
7. REQUEST
7.1 In the case of paragraph 5 above, the Issuer requests the Noteholders of each respective
Series of Notes to approve, by Extraordinary Resolution of the Noteholders of that Series of
Notes, the resolutions set out below.
7.2 In the case of paragraph 6 above, the Issuer requests the Noteholders to approve, by
Extraordinary Resolution of the Noteholders of all outstanding Notes, the resolutions set out
below.
8. DEFINITION OF EXTRAORDINARY RESOLUTION
8.1 In the case of paragraph 5 above, an Extraordinary Resolution of the Noteholders of a Series
of Notes means a resolution passed at a properly constituted meeting of the Noteholders of
that Series of Notes, by a majority consisting of not less than 66,67% of the value of the votes
cast at a poll by the Noteholders of that Series of Notes, present in person or by proxy.
8.2 In the case of paragraph 6 above, an Extraordinary Resolution of the Noteholders means a
resolution passed at a properly constituted meeting of the Noteholders of all outstanding
Notes, by a majority consisting of not less than 66,67% of the value of the votes cast at a poll
by the Noteholders of all outstanding Notes, present in person or by proxy.
9. If approved, any amendments to the Applicable Pricing Supplement of the relevant Series of Notes
will be effected by way of a supplement to that Applicable Pricing Supplement and any amendments
to Condition 9.5.10.9 of the Programme Memorandum, will be effected by executing an amended
Programme Memorandum each of which will be made available on the website of the JSE at
www.jse.co.za and on the website of the Issuer at https://emira.co.za/portfolio-item/dmtn/.
10. PROXIES (FOR USE BY HOLDERS OF NOTES HELD IN CERTIFICATED FORM)
10.1 In terms of Condition 20.11, 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.
10.2 A person appointed to act as proxy need not be a Noteholder.
10.3 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.
10.4 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.
10.5 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 OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPF008 (THE EPF008 NOTEHOLDERS)- ADDITION OF REDEMPTION IN THE EVENT OF A CHANGE OF CONTROL AND
REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPF008 Noteholders
approve the inclusion of the following additional Redemption events as line items 32 and 33 in the
EPF008 Applicable Pricing Supplement and that the subsequent line items be renumbered
accordingly:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
2. EXTRAORDINARY RESOLUTION NUMBER 2 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPF010 (THE EPF010 NOTEHOLDERS)- ADDITION OF REDEMPTION IN THE EVENT OF A CHANGE OF CONTROL AND
REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPF010 Noteholders
approve the inclusion of the following additional Redemption events as line items 32 and 33 in the
EPF010 Applicable Pricing Supplement and that the subsequent line items be renumbered
accordingly:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
3. EXTRAORDINARY RESOLUTION NUMBER 3 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPF011 (THE EPF011 NOTEHOLDERS)- ADDITION OF REDEMPTION IN THE EVENT OF A CHANGE OF CONTROL AND
REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPF011 Noteholders
approve the inclusion of the following additional Redemption events as line items 32 and 33 in the
EPF011 Applicable Pricing Supplement and that the subsequent line items be renumbered
accordingly:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
4. EXTRAORDINARY RESOLUTION NUMBER 4 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPF012 (THE EPF012 NOTEHOLDERS)- ADDITION OF REDEMPTION IN THE EVENT OF A CHANGE OF CONTROL AND
REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPF012 Noteholders
approve the inclusion of the following additional Redemption events as line items 32 and 33 in the
EPF012 Applicable Pricing Supplement and that the subsequent line items be renumbered
accordingly:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
5. EXTRAORDINARY RESOLUTION NUMBER 5 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPF014 (THE EPF014 NOTEHOLDERS)- ADDITION OF REDEMPTION IN THE EVENT OF A CHANGE OF CONTROL AND
REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPF014 Noteholders
approve the inclusion of the following additional Redemption events as line items 32 and 33 in the
EPF014 Applicable Pricing Supplement and that the subsequent line items be renumbered
accordingly:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
6. EXTRAORDINARY RESOLUTION NUMBER 6 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPF015 (THE EPF015 NOTEHOLDERS)- ADDITION OF REDEMPTION IN THE EVENT OF A CHANGE OF CONTROL AND
REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPF015 Noteholders
approve the inclusion of the following additional Redemption events as line items 32 and 33 in the
EPF015 Applicable Pricing Supplement and that the subsequent line items be renumbered
accordingly:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
7. EXTRAORDINARY RESOLUTION NUMBER 7 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPFC37 (THE EPFC37 NOTEHOLDERS)- ADDITION OF REDEMPTION IN THE EVENT OF A CHANGE OF CONTROL AND
REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPFC37 Noteholders
approve the inclusion of the following additional Redemption events as line items 32 and 33 in the
EPFC37 Applicable Pricing Supplement and that the subsequent line items be renumbered
accordingly:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
8. EXTRAORDINARY RESOLUTION NUMBER 8 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPFC39 (THE EPFC39 NOTEHOLDERS)- ADDITION OF REDEMPTION IN THE EVENT OF A CHANGE OF CONTROL AND
REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPFC39 Noteholders
approve the inclusion of the following additional Redemption events as line items 32 and 33 in the
EPFC39 Applicable Pricing Supplement and that the subsequent line items be renumbered
accordingly:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
9. EXTRAORDINARY RESOLUTION NUMBER 9 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPFC40 (THE EPFC40 NOTEHOLDERS)- AMENDMENT OF LINE ITEMS RELATING TO REDEMPTION IN THE EVENT OF A
CHANGE OF CONTROL AND REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPFC40 Noteholders
approve the amendment of line items 32 and 33 in the EPFC40 Applicable Pricing Supplement as
follows:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
10. EXTRAORDINARY RESOLUTION NUMBER 10 OF THE NOTEHOLDERS OF THE OUTSTANDING NOTES HELD UNDER STOCK CODE
EPFC41 (THE EPFC41 NOTEHOLDERS)- AMENDMENT OF LINE ITEMS RELATING TOREDEMPTION IN THE EVENT OF A CHANGE
OF CONTROL AND REDEMPTION IN THE EVENT OF A FAILURE TO MAINTAIN JSE LISTING OR CREDIT RATING
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the EPFC41 Noteholders
approve the amendment of line items 32 and 33 in the EPFC41 Applicable Pricing Supplement as
follows:
32. Redemption in the event of a Change of Control at the Yes
election of Noteholders pursuant to Condition 9.6
(Redemption in the event of a Change of Control) or any
other terms applicable to a Change of Control
33. Redemption in the event of a failure to maintain JSE Yes
listing or credit rating at the election of Noteholders
pursuant to Condition 9.7 (Redemption in the event of a
failure to maintain JSE listing or credit rating)
11. EXTRAORDINARY RESOLUTION NUMBER 11 OF THE NOTEHOLDERS OF ALL OUTSTANDING NOTES - AMENDMENT TO CONDITION
9.5.10.9 (PROPERTY PORTFOLIO VALUE)
Pursuant to Condition 19.2 of the Terms and Conditions of the Notes, the Noteholders approve the
deletion of Condition 9.5.10.9 in its entirety and the replacement thereof with the following:
9.5.10.9 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,
and where the aggregate of (i) the value of the equity accounted property investments
by the Emira Property Fund Group in associates and joint ventures and (ii) the market
value of loans receivable is limited to 20% (twenty percent) of the total assets of the
Emira Property Fund Group;
The form of proxy is attached to the notice of meeting request released by STRATE to the CSDPs.
BY ORDER OF THE BOARD OF THE ISSUER
EMIRA PROPERTY FUND LIMITED
23 January 2019
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 23/01/2019 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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