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EMII - Notification of the Voting Results in respect of Noteholders Meeting
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” or “the Issuer”)
NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF NOTEHOLDERS MEETING
Noteholders are referred to the notice of meeting released on SENS on 23 January 2019, the meeting of which was held on Wednesday, 13 February 2019, at 11h30 at
the offices of Emira Property Fund Limited, Knightsbridge, Building A, 1st Floor, 33 Sloane Street, Bryanston, Johannesburg, 2021 (“Noteholders Meeting”) at which the
Extraordinary Resolutions set out below were considered.
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
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
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
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
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
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
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
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
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
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 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
11. EXTRAORDINARY RESOLUTION NUMBER 11 OF THE NOTEHOLDERS OF ALL OUTSTANDING NOTES - AMENDMENT TO CONDITION 9.5.10.9 (PROPERTY
PORTFOLIO VALUE)
In this regard, the Issuer confirms the voting results from the Noteholders Meeting in relation to the total nominal amount of the relevant class of debt securities or the
total nominal amount of all debt securities of the Issuer, as applicable, are as follows:
Extraordinary Resolution Debt securities voted Debt securities voted in Votes abstained Votes carried for resolution as a Votes against resolution as a
in person or by proxy person or by proxy as a percentage percentage percentage
disclosed as a number disclosed as a percentage
Number 1 R 143 669 000.00 59.86% 0.00% 100.00% 0.00%
Number 2 R 0.00 0.00% 0.00% N/A, quorum not achieved N/A, quorum not achieved
Number 3 R 90 120 000.00 45.06% 0.00% N/A, quorum not achieved N/A, quorum not achieved
Number 4 R 76 800 000.00 51.54% 0.00% 100.00% 0.00%
Number 5 R 278 600 000.00 69.65% 5.28% 100.00% 0.00%
Number 6 R 127 000 000.00 100.00% 0.00% 100.00% 0.00%
Number 7 R 67 500 000.00 75.00% 0.00% 100.00% 0.00%
Number 8 R 172 900 000.00 89.12% 0.00% 100.00% 0.00%
Number 9 R 62 000 000.00 82.67% 0.00% 100.00% 0.00%
Number 10 R 0.00 0.00% 0.00% N/A, quorum not achieved N/A, quorum not achieved
Number 11 R 1 029 589 000.00 26.40% 0.54% N/A, quorum not achieved N/A, quorum not achieved
The Issuer confirms that extraordinary resolutions numbers 1, 4, 5, 6, 7, 8 and 9 have accordingly been passed and will take effect immediately.
The Noteholders Meeting in respect of extraordinary resolutions numbers 2, 3, 10 and 11 have been adjourned, due to the quorum requirements not being met. A
notice of adjourned meeting in respect of these resolutions will be sent to noteholders and released on SENS in due course.
15 February 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 15/02/2019 02:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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