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APFE - Notification of the Voting Results in respect of the Request for Written Consent of the Secured Noteholders
Accelerate Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2005/015057/06)
Company code: APFE
(Approved as a REIT by the JSE)
(“Accelerate” or the “Issuer”)
NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE REQUEST FOR WRITTEN CONSENT OF THE SECURED NOTEHOLDERS
Unless otherwise defined herein, capitalised terms shall have the same meaning as set forth in the Consent Request (as defined below).
Noteholders are referred to the notice of request for written consent released on SENS on 28 August 2020 (the Consent Request), with the deadline date for the
submission of votes in respect of the Consent Request being 17h00 on 28 September 2020. The following Extraordinary Resolutions included in the Consent Request for
consideration by the secured noteholders;
Extraordinary Resolution No. 1:
“THAT the Secured Noteholders consent to the amendment and restatement of the terms and conditions of the Applicable Pricing Supplement relating to the APF04
Senior Secured Notes, the Applicable Pricing Supplement relating to the APF06 Senior Secured Notes, the Applicable Pricing Supplement relating to the APF07 Senior
Secured Notes, the Applicable Pricing Supplement relating to the APF08 Senior Secured Notes, the Applicable Pricing Supplement relating to the APF09 Senior Secured
Notes and the Applicable Pricing Supplement relating to the APF10 Senior Secured Notes (collectively, the Applicable Pricing Supplements) in terms of which the
provisions relating to:
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1. the redemption in the event of a breach of the financial covenants, as set out in paragraph 2 of Appendix B in each Applicable Pricing Supplement, are
amended as follows:
1.1 the Loan to Value Ratio from 50% (fifty percent) to 55% (fifty-five percent) for the measurement dates 30 September 2020, 31 March 2021 and 30
September 2021 and 50% (fifty percent) for each measurement date falling thereafter;
1.2 the Secured Properties Loan to Value Ratio from 45% (forty-five percent) to 55% (fifty-five percent) for the measurement dates 30 September 2020 and 31
March 2021, 50% (fifty percent) for the measurement date 30 September 2021 and 45% (forty-five percent) for each measurement date falling thereafter.
In addition, should the Issuer pay distributions to its equity holders during the measurement date as contemplated in Condition 2.1.2, the Secured
Properties Loan to Value Ratio covenant shall default to the lower of 50% (fifty percent) or the covenant in place for the applicable measurement date;
1.3 the Interest Cover Ratio from 2.0 (two point zero) times to 1.8 (one point eight) times for the measurement dates 30 September 2020, 31 March 2021 and
30 September 2021 and 2.0 (two point zero) times for each measurement date falling thereafter; and
1.4 the Secured Properties Interest Cover Ratio from 2.0 (two point zero) times to 1.8 (one point eight) times for the measurement dates 30 September 2020,
31 March 2021 and 30 September 2021 and 2.0 (two point zero) times for each measurement date falling thereafter; and
2. the margin, is amended as set out in the relevant paragraph of each Applicable Pricing Supplement.”
Extraordinary Resolution No. 2:
“THAT the Trustee be authorised to enter into any documentation or to take any necessary steps to give effect to the consent specified in Extraordinary Resolution 1."
In this regard, the Issuer confirms the voting results from the Consent Request in relation to the total nominal amount issued by the Issuer under each Senior Secured
Notes were as follows:
Stock Code Extraordinary Total nominal Debt securities Debt securities Votes abstained as Votes carried for Votes against the
Resolution amount of all debt voted on disclosed voted on disclosed a percentage the resolution as a resolution as a
securities as a number as a percentage percentage percentage
APF04 1 R 225,000,000.00 R 225,000,000.00 100.00% 0.00% 100.00% 0.00%
2 R 225,000,000.00 R 225,000,000.00 100.00% 0.00% 100.00% 0.00%
APF06 1 R 200,000,000.00 R 181 040 000.00 90.52% 0.00% 72.52% 18.00%
2 R 200,000,000.00 R 181 040 000.00 90.52% 0.00% 72.52% 18.00%
APF07 1 R150,000,000.00 R 150 000 000.00 100.00% 0.00% 100.00% 0.00%
2 R150,000,000.00 R 150 000 000.00 100.00% 0.00% 100.00% 0.00%
APF08 1 R279,000,000.00 R 223 350 000.00 80.05% 0.00% 71.68% 8.37%
2 R279,000,000.00 R 223 350 000.00 80.05% 0.00% 71.68% 8.37%
APF09 1 R321,000,000.00 R 304 000 000.00 94.70% 0.00% 94.70% 0.00%
2 R321,000,000.00 R 304 000 000.00 94.70% 0.00% 94.70% 0.00%
APF10 1 R156,000,000.00 R 140 660 000.00 90.17% 0.00% 90.17% 0.00%
2 R156,000,000.00 R 140 660 000.00 90.17% 0.00% 90.17% 0.00%
The resolutions for each Senior Secured Note have been passed and the effective date of such amendments is the date of approval of the amendments, 28 September
2020.
29 September 2020
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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Date: 29-09-2020 09:30:00
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