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EMII - Financial Covenants Notification
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”)
FINANCIAL COVENANTS NOTIFICATION
Noteholders are advised of the following financial covenant report.
The Issuer’s financial covenant requirements, applicable to the listed notes, is as follows:
• Loan to Value Ratio (“LTV ratio”) does not exceed 50% for the Emira Property Fund Group (the
“Group”). As per the Programme Memorandum, the LTV is calculated as follows:
- Loan to Value Ratio means the ratio between the Total Debt of the Group and the Property
Portfolio Value;
- Total Debt means the aggregate of all interest-bearing borrowings and the market value
of cross currency swaps of the Group net of cash and cash equivalents;
- 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 Group in associates
and joint ventures;
c) the market value of listed securities owned by the 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 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 Group.
- Investment Property means all the immovable properties owned by the Group from time
to time;
- Open Market Value means in respect of Investment Property, the annual property
valuation undertaken at the instance of the Issuer in regard to all Investment Property,
which in relation to a minimum of 33.3% (thirty three point three percent) of Investment
Property by number, shall be undertaken by a Valuer or Valuers appointed by the Issuer,
provided that in respect of any 3 (three) year period all Investment Property will have
been valued by a Valuer or Valuers;
- Property Portfolio means all the immovable properties owned by the Group from time to
time;
• Loan to Valuation Ratio (Group 1) (“LTV Group 1 ratio”) of the Group 1 Property Portfolio does
not exceed 40% at any time, based on the most recent Open Market Valuation. As per the
Applicable Pricing Supplements the LTV Group 1 ratio is calculated as follows:
- LTV Group 1 ratio means at any time, in respect of the Group 1 Notes, the ratio as
expressed as follows:
LTV Group 1 ratio = L divided by V
Where:
L = the aggregate Outstanding Principal Amount of the Group 1 Notes; and
V = the amount of the most recent Open Market Valuation of all the Properties in the
Group 1 Property Portfolio;
- Group 1 Notes means each Tranche of Notes sharing in the same security and designated
as a Group 1 Note in its Applicable Pricing Supplement;
- Open Market Valuation means in respect of the Properties in the Group 1 Property
Portfolio, the annual property valuation undertaken and prepared at the instance of the
Issuer in regard to all the Properties in the Group 1 Property Portfolio, which in relation
to a minimum of 1/3 of the Properties in the Group 1 Property Portfolio, shall be
undertaken by a Valuer or Valuers appointed by the Issuer and conducted in accordance
with the valuation methodology approved by the Institute of Valuers from time to time;
provided that in respect of any 3 year period all of the Properties in the Group 1 Property
Portfolio will have been valued, in accordance with the valuation methodology approved
by the Institute of Valuers from time to time or such other methodology approved in
writing by Valuers approved by the Issuer; and
- Group 1 Property Portfolio means those Properties in the Property Portfolio which provide
security in respect of the Group 1 Notes, listed in a schedule provided to the Trustee on
the Issue Date, as such schedule may be updated from time to time, including following
any disposal of, addition to or substitution of, the Properties in accordance with the
provisions Condition 25 of the Group 1 Notes.
The Issuer confirms that:
• the LTV ratio was tested at 31 December 2020 and does not exceed 50%, with the LTV ratio
measuring 41.97%; and
• the LTV Group 1 ratio was tested at 31 December 2020 and does not exceed 40%, with the
LTV Group 1 ratio measuring 39.22%. The issuer has R1.73 billion of unencumbered directly
held properties available and if the 40% LTV Group 1 ratio is expected to be breached in the
future, further security will be provided accordingly.
17 February 2021
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 17-02-2021 03:20:00
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