HOSPITALITY PROPERTY FUND LIMITED - HPAI - Notification of an Update to the ZAR10 000 000 000.00 Domestic Medium Term Note Programme

HPAI - Notification of an Update to the ZAR10 000 000 000.00 Domestic Medium Term Note Programme

Hospitality Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2005/014211/06)
Company code: HPAI
(Approved as a REIT by the JSE)
(“Hospitality” or “the Issuer”)

NOTIFICATION OF AN UPDATE TO THE ZAR 10 000 000 000.00 DOMESTIC MEDIUM TERM NOTE
PROGRAMME

Hospitality has received approval from the JSE in terms of its amended and restated ZAR 10 000 000
000.00 Domestic Medium Term Note Programme dated 31 January 2019 (the “Amended and
Restated Programme Memorandum”).

A summary of the changes effected in the Amended and Restated Programme Memorandum are
provided below:

    •   Aligning the Issuer and JSE responsibility statements per the JSE Debt Listings Requirements
        (“JSE DLRs”);
    •   Updating the “Documents Incorporated by Reference” section in respect of the latest annual
        financial statements and annual reports of the Issuer and incorporation of the Corporate
        Governance Report which will be made available on Hospitality’s website;
        The above-mentioned document has been published on the Issuer’s website at
        http://www.hpf.co.za/investors/regulatory-documents.
    •   Changing references to the “BESA Guarantee Fund” to “JSE Debt Guarantee Fund”;
    •   Introducing definitions for “Interest Period”, “Interest Payment Dates” and “Determination
        Dates” into the pro forma Applicable Pricing Supplement;
    •   Amending Condition 8 “Interest” to incorporate the release of interest payments at least 3
        business days before the relevant interest payment date;
    •   Introducing the “Issuer Agent” concept (new Strate requirement);
    •   Amendments to the definition of “Extraordinary Resolution” and the application thereof
        throughout the Terms and Conditions;
    •   Amending Condition 19 “Amendment of these Conditions” to be aligned with the JSE DLRs;
    •   Amending Condition 20 “Meeting of Noteholders/Consent Process” to be aligned with the
        Companies Act, 2008 (meetings of shareholder provisions);
    •   Introduction of a written “Consent Process” by way of Extraordinary Resolution. These
        amendments were introduced alongside the Meeting of Noteholders (see paragraph above);
    •   Updating the Issuer disclosure section;
    •   Updating the Programme Memorandum to provide for the recent amendments from Strate
        in terms of settlement, for example all references to the “CSD Nominees” have been deleted;
    •   Update to the “Subscription and Sale”, “South African Taxation” and the “Investor
        Considerations / Risk Factors” sections of the Amended and Restated Programme
        Memorandum; and
    •   Further minor clean-up changes pursuant to the JSE DLRs.

The Amended and Restated Programme Memorandum is available for inspection at the registered
office of the Issuer and has been made available today for inspection on their website,
http://www.hpf.co.za/investors/regulatory-documents.

The Amended and Restated Programme Memorandum will also be available for inspection on the
JSE website www.jse.co.za.


4 February 2019

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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