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Notice of Request for Written Consent of Noteholders
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”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each
holder of Senior Secured Notes (as defined below) (the Noteholders) issued under the Issuer’s
ZAR10,000,000,000 Domestic Medium Term Note Programme (the Programme) pursuant to
the section headed “Terms and Conditions of the Notes” (the Terms and Conditions) in the
amended and restated programme memorandum dated 31 January 2019, as amended and
restated from time to time (the Programme Memorandum), in accordance with
Condition 18 (Notices) of the Terms and Conditions for the purposes of obtaining the
Noteholders’ written consent to authorise TMF Corporate Services (South Africa) Proprietary
Limited (TMF) (as Noteholder Trustee and Finance Provider) to provide the necessary consent
to allow Hospitality Guarantee SPV (RF) Proprietary Limited (the Debt Guarantor), as the holder
of the Existing Mortgage Bonds (defined below) forming part of the underlying security
applicable to the ZAR60,000,000 Senior Secured Noted due 2020 (with Stock Code HPF06),
ZAR150,000,000 Senior Secured Notes due 2019 (with Stock Code HPF09) and ZAR600,000,000
Senior Secured Notes due 2023 (with Stock Code HPF11) (together the Senior Secured Notes)
to agree to cancel the Existing Servitudes (as defined below) and register the New Servitudes
(as defined below).
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
thereto in the Terms and Conditions or the Security Sharing Agreement, dated on or about 28
April 2017, entered into amongst Fezisource, HPF, the Issuer, the Debt Guarantor, Nedbank
Limited (as Original Facility Lender and Hedge Provider), FirstRand Bank Limited, acting through
its Rand Merchant Bank division (as Hedge Provider) and TMF, and to which The Standard Bank
of South Africa Limited, Merway and Cullinan subsequently acceded (the Security Sharing
Agreement), as applicable.
3. The request for consent set out herein relates to (i) the cancellation of existing servitudes
relating to a perpetual right of way and access over a certain portion of the immovable property
owned by HPF (the Immovable Property), as set out in Part I of Annexure A hereto (the Existing
Servitudes) and (ii) the subsequent registration of the new servitudes relating to a perpetual
right of way and access over the Immovable Property, as set out in Part II of Annexure A hereto
(the New Servitudes), (collectively the Transaction).
4. The registration of the New Servitudes is pursuant to a certain existing servitude agreement
concluded on or about 31 October 2014 between various sectional title schemes (which
sectional tittle scheme forms part of the Immovable Property) and the Sandgate Precinct
Association NPC (the Servitude Agreement). In order to give effect to and ensure compliance
with the requirements of the Servitude Agreement, New Servitudes will have to be registered
over the Immovable Property. The rights of the owner in respect of the Immovable Property
following the implementation of the Transaction remain unchanged.
5. The Debt Guarantor currently holds Mortgage Bonds over the Immovable Property and in order
to implement the Transaction, the consent of the Debt Guarantor is required.
6. It is worth noting that the Transaction contemplated in paragraph 3 above does not fall within
the scope of clause 12 (Release and/or Replacement of Security) of the Security Sharing
Agreement as it does not relate to the (i) the provision of further Mortgage Bonds over the
Immovable Property not previously forming part of the Transaction Security, or (ii) the release
of existing Mortgage Bonds over the Immovable Property forming part of the Transaction
Security and/or (ii) the replacement of existing Mortgage Bonds with new Mortgage Bonds.
7. The Finance Providers will not be prejudiced in any way by the proposed Transaction and the
Finance Providers will be in the same position as they were immediately prior to the
implementation of the Transaction.
8. As the Mortgage Bonds constitute part of the security under the Issuer’s security sharing
structure relating to the Senior Secured Notes, the Debt Guarantor is required to obtain the
Finance Providers’ consent before exercising any decision in respect of the security pursuant to
clause 3.1.1.2 of the Security Sharing Agreement.
9. The Issuer seeks the Noteholders’ consent in accordance with Condition 20 (Meetings of
Noteholders / Consent Process) of the Terms and Conditions to pass the following Extraordinary
Resolutions:
9.1 Extraordinary Resolution No. 1:
THAT the Noteholder Trustee (as Finance Provider) be authorised to provide the necessary
consent to allow:
9.1.1 the Debt Guarantor, as holder of the Mortgage Bonds over the Immovable Property, to
agree to the cancellation of the Existing Servitudes and the subsequent registration of
the New Servitudes; and
9.1.2 the Debt Guarantor to enter into any documentation or take any necessary steps to give
effect to the consent specified in paragraph 9.1.1;
9.2 Extraordinary Resolution No. 2:
THAT the Noteholder Trustee (as Finance Provider) be authorised to enter into any
documentation or to take any necessary steps to give effect to the consents specified in
Extraordinary Resolution 1.
10. The Noteholders are requested to provide their consent to the abovementioned proposals by
voting in relation to the Extraordinary Resolutions specified in the Consent Notice, annexed as
Annexure B to the Consent Request released by STRATE to the CSDPs, and delivering same to
the registered office of the relevant Participant that provided said Noteholder with the Consent
Notice, and providing a copy thereof to Rand Merchant Bank, a division of FirstRand Bank
Limited, for the attention of Delia Patterson at fax number +27 11 384 3704 or e-mailed to
delia.patterson@rmb.co.za, and the Issuer, for the attention of The Financial Director at fax
number +27 11 994 6320 or e-mailed to marad@hpf.co.za / rosao@hpf.co.za /
Riaan.Erasmus@tsogosun.com, by no later than 17h00 on 18 April 2019 in accordance with the
terms and conditions of Annexure B. The relevant Participant will then notify Strate Proprietary
Limited of the total number of Consent Notices received, containing votes both in favour and
not in favour of the proposed Extraordinary Resolutions and any abstentions.
11. This Notice is being delivered to Strate Proprietary Limited in accordance with Condition 20
(Meetings of Noteholders / Consent Process) of the Terms and Conditions as read with Condition
18 (Notices) of the Terms and Conditions. The record date to be recorded in the Register to
receive this Consent Request is Wednesday, 20 March 2019.
ANNEXURE A
PART I
EXISTING SERVITUDES OVER THE IMMOVABLE PROPERTY TO BE CANCELLED
Mortgage Servitude Deed Type of Servitude Property Description
Bond No. No.
1. SB19148/2017 K1389/1968S Perpetual servitude for Remaining Extent of Erf 13
right of way and access Sandown Township
2. SB21039/2013 K1389/1968S Perpetual servitude for Remaining Extent of Erf 13
right of way and access Sandown Township
PART II
NEW SERVITUDES OVER THE IMMOVABLE PROPERTY TO BE REGISTERED
Mortgage Bond No. Type of Servitude Property Description
1. SB19148/2017 Perpetual servitude for right of way, Remaining Extent of Erf
access and egress purposes 13 Sandown Township
2. SB21039/2013 Perpetual servitude for right of way, Remaining Extent of Erf
access and egress purposes 13 Sandown Township
20 March 2019
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 20/03/2019 03:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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