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Notification of an update to the issuer’s ZAR 2 000 000 000 domestic medium term note programme
EQUITES PROPERTY FUND LIMITED
(Registration no 2013/080877/06)
Incorporated in the Republic of South Africa
JSE alpha code: EQUI
(“Equites” or “the Issuer”)
NOTIFICATION OF AN UPDATE TO THE ISSUER’S ZAR 2 000 000 000 DOMESTIC MEDIUM TERM
NOTE PROGRAMME
Noteholders are advised that Equites has amended and restated its ZAR 2 000 000 000 Domestic
Medium Term Note Programme (the “Programme Memorandum”) dated 30 August 2021 to
incorporate various regulatory amendments as well as other changes to the Programme
Memorandum in order to align the Programme Memorandum with the most recent Debt Listings
Requirements (the “Requirements”) of the JSE Limited (“JSE”).
The amendments to the Programme Memorandum have been summarised as follows:
• The programme amount has increased from ZAR 2 000 000 000 to ZAR 10 000 000 000;
• Equites may now issue out senior notes and subordinated notes in any currency allowed by
the applicable laws, where previously only secured or unsecured registered notes in South
African Rand could be issued;
• Updating the section headed “Documents Incorporated by Reference”, which sets out all the
documents which are deemed to be incorporated in, and form part of, the Programme
Memorandum;
• Introduction of a separate “Information Statement”, which includes inter alia:
- information pertaining to the business description of the Issuer;
- the full names of the directors of the Issuer;
- the full name of the Issuer’s company secretary, the address of its offices and of the
registered offices;
- the full name of the Issuer’s debt officer, the address of its offices and of the
registered offices;
- information relating to risk factors associated with an investment in the notes,
including, but not limited to, the risk factors specific to the Issuer; and
- information relating to the Issuer’s compliance with the King IV Report on Corporate
Governance for South Africa, 2016;
• Incorporating reference to the policies in respect of (i) the process for the nomination and
appointment of directors and (ii) the conflicts of interest of the directors and the executive
management;
• Update and inclusion of various definitions in the sections headed “Summary of the
Programme” and “Terms and Conditions of the Notes”;
• Updating the definition of “Rating” that unrated Tranches of Notes may also be issued;
• Updates to the draft applicable pricing supplement contained in the Programme
Memorandum;
• Various amendments to the “Terms and Conditions” of the Programme Memorandum, which
include:
o including an additional condition 2.4 where all payments in relation to the notes will be
made in the specified currency. Each note will be issued in the specified denomination;
o amending condition 6 to included references to paying agent, settlement agent and
issuer agent;
o removal of condition relating to “Interest on Indexed Notes”;
o amending of condition 8.7 “Redemption in the event of a breach of Financial Covenant”
to include that the Issuer must within 60 days of each Measurement Date release a
SENS announcement if any Notes are listed on the Interest Rate Market of the JSE;
o amending condition 9.1.3 to remove reference to payments by cheque;
o amending condition 11 “Events of Default” and increased the Relevant Indebtedness to
ZAR 200 000 000 from ZAR 100 000 000;
o amending condition 16 “Amendment of these Terms and Conditions” to include
reference that 48 hours after any meeting to consider a proposed extraordinary
resolution has been held the Issuer shall release a SENS announcement containing
details of the voting results, as well as any amendments to the Programme
Memorandum shall be binding on the Noteholders; amending condition 19 “Meetings
of Noteholders/Consent Process” to align with the Requirements and provisions of the
Companies Act, Number 71 of 2008 regarding meetings of Noteholders;
• Updating “Settlement, Clearing and Transfer of notes” section in line with the Requirements;
• Updating the “South African Taxation” and “Exchange Control” sections of the Programme
Memorandum to align with current legislation;
• Minor updates to the section headed “General Information” of the Programme Memorandum
to include “Documents available for Inspection” and compliance with applicable laws;
• The removal of various sections relating to the description of Equites, Corporate Information,
Corporate Governance and Risk Factors, pursuant to incorporating this information by
reference in the Information Statement;
• Other technical and cosmetic changes pursuant to the Requirements; and
• The removal and insertion of new and amended definitions to give effect to the above-
mentioned amendments.
The amendments to the Programme Memorandum have been approved by the JSE and the
Programme Memorandum and the Information Statement are available for inspection on the
Equites website: https://www.equites.co.za/investor-community/investors-documentation/.
The Programme Memorandum will also be available for inspection on the JSE’s website at
www.jse.co.za.
Date: 3 September 2021
Debt Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 03-09-2021 07:30:00
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