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EMII - Notification of the Voting Results in respect of the Request for Written Consent
Emira Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2014/130842/06)
(Approved as a REIT by the JSE)
Company code: EMII
Bond Code: EPF017 ISIN: ZAG000153966
Bond Code: EPF018 ISIN: ZAG000156118
Bond Code: EPF021 ISIN: ZAG000170614
Bond Code: EPF023 ISIN: ZAG000179540
(“Emira” or the “Issuer”)
NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE REQUEST FOR WRITTEN CONSENT OF ALL
NOTEHOLDERS AND THE GROUP 1 NOTEHOLDERS
Noteholders are referred to the notice of request for written consent released on SENS on 12 November 2021
(the “Consent Request”), in which the Extraordinary Resolutions set out below were proposed:
- Extraordinary Resolution No. 1:
Pursuant to Condition 19.2 of the Terms and Conditions in the Programme Memorandum, the Noteholders
approve the amendment of Condition 9.5.10.9 of the Terms and Conditions in the Programme
Memorandum, by the deletion of Condition 9.5.10.9 and the replacement thereof with the following, on
the basis that the strike-through text is deleted:
9.5.10.9 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 Emira Property Fund Group in
associates and joint ventures; (c) the market value of listed securities owned by the Emira Property Fund
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,
on the basis of the striked through text (as contained in the PDF version of this announcement);
- Extraordinary Resolution No. 2:
Pursuant to Condition 19.2 of the Terms and Conditions in the Programme Memorandum, and subject to
the passing of Extraordinary Resolution Error! Reference source not found., the Noteholders approve the
amendment of Condition 9.5.10.10 of the Terms and Conditions in the Programme Memorandum, by the
deletion of Condition 9.5.10.10 and the replacement thereof with the following:
9.5.10.10 Total Debt means all interest-bearing borrowings (in whichever form and including, without
limitation, note issuances or any other instrument evidencing Financial Indebtedness) of the
Borrower and derivative liabilities net of derivative assets excluding trade creditors and other
payables and tax payable, less cash and cash equivalents, (each calculated on the basis of the
Emira Property Fund Group financial statements),
where
Financial Indebtedness means any indebtedness, including for or in respect of:
a) moneys borrowed or credit granted;
b) any amount raised by acceptance under any acceptance credit
facility or dematerialised equivalent;
c) any amount raised pursuant to any note purchase facility or the
issue of bonds, notes, debentures, loan stock or any similar
instrument;
d) the amount of any liability in respect of any lease or hire purchase
contract which would, in accordance with IFRS, be treated as a
finance or capital lease;
e) receivables sold or discounted (other than any receivables to the
extent they are sold on a non recourse basis);
f) any amount raised under any other transaction (including any
forward sale or purchase agreement) of a type not referred to in
any other paragraph of this definition having the commercial effect
of a borrowing;
g) any derivative transaction entered into in connection with
protection against or benefit from fluctuation in any rate or price
(and, when calculating the value of any derivative transaction, only
the marked to market value (or, if any actual amount is due as a
result of the termination or close out of that derivative transaction,
that amount) shall be taken into account);
h) any amount raised by the issue of shares which are redeemable;
i) any counter indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any
other instrument issued by a bank or financial institution; and
j) the amount of any liability in respect of any guarantee or
indemnity for any of the items referred to in a) to i) above.
- Extraordinary Resolution No. 3:
Pursuant to Condition 19.2 of the Terms and Conditions in the Programme Memorandum, and subject to
the passing of Extraordinary Resolution Error! Reference source not found., the Noteholders approve the
inclusion of the new Condition 9.8 in the Terms and Conditions in the Programme Memorandum as
follows, and the consequential re-numbering of the remaining provisions of Condition 9:
9.8 Redemption in the event of a breach of the Group Interest Cover Ratio
9.8.1) The Issuer shall for so long as any Note remains Outstanding, at all times ensure that the
Group Interest Cover Ratio shall be at least 2.00 times, or such other percentage as indicated in the
Applicable Pricing Supplement (the Group Interest Cover Ratio).
9.8.2) The Issuer shall within 90 (ninety days) after each Measurement Date, test the Group Interest
Cover Ratio as at each Measurement Date by reference to the audited consolidated financial
statements of the Issuer on that date, or, if not available, then the unaudited consolidated financial
statements of the Issuer on that date.
9.8.3) In the event of any dispute in respect of any calculation relating to the Group Interest Cover
Ratio, such dispute shall be determined by the Issuer’s independent auditors, acting as experts and
not as arbitrators (taking into account these Terms and Conditions), whose determination will, in
the absence of manifest error, be final and binding on the Issuer and the Noteholders. The cost of
such independent auditors in resolving such dispute shall be borne by the Issuer.
9.8.4) A compliance certificate in respect of the Group Interest Cover Ratio, signed by 2 (two)
directors of the Issuer, will be available for inspection by the Noteholders, during normal office
hours, at the registered office of the Issuer as set out at the end of the Programme Memorandum,
within 90 (ninety days) of each Measurement Date.
9.8.5) A Breach Event shall occur if at any time while any Note remains Outstanding the Group
Interest Cover Ratio is less than the required threshold contemplated in Condition 9.8.1 above.
9.8.6) Promptly upon the Issuer becoming aware that a Breach Event has occurred, the Issuer shall
give a notice to the Noteholders (Breach Notice) in accordance with Condition 18 (Notices) of such
breach and outline the procedure for exercising the option contained in Condition 9.8.7 below.
9.8.7) If a Breach Event occurs at any time while any Note remains Outstanding and following
receipt of a Breach Notice, then, provided the Noteholders have:
(i) in terms of Condition 18 (Notices) issued a notice to convene a meeting of Noteholders
within 15 (fifteen) days of the Breach Event; and
(ii) resolved in terms of Condition 20 (Meetings of Noteholders) by way of Extraordinary
Resolution to redeem the Notes of that Class of Noteholders,
the Issuer shall redeem all Notes held by that Class of Noteholders at its Early Redemption Amount
calculated in accordance with Condition 9.9 (Early Redemption Amounts), together with accrued
interest (if any) within 15 (fifteen) days of having received a written notice from that Class of
Noteholders to redeem such Notes.
9.8.8) The option in Condition 9.8.7 above shall be exercisable by a Class of Noteholders by the
delivery of a written notice (a Breach of Group Interest Cover Ratio Redemption Notice) to the
Issuer at its registered office within 30 (thirty) days after the occurrence of the Breach Event, unless
prior to the delivery by that Noteholder of its Breach of Group Interest Cover Ratio Redemption
Notice the Issuer gives notice to redeem the Notes.
9.8.9) For the purposes of this Condition 9.8 (Redemption in the event of a breach of the Group
Interest Cover Ratio):
Group Interest Cover Ratio means, in respect of any period, EBITDA divided by Net Interest Paid for
that period.
EBIDTA means net income before Net Interest Paid, taxation, depreciation and amortisation,
excluding income from revaluation of properties, straight-line rental adjustments and abnormal items
including those within the income from equity-accounted investments.
Net Interest Paid means all the interest paid, including all and any interest obligations or other
obligations (excluding any marked-to-market valuation swaps) which are in substance of a
substantially similar nature to interest which are payable in terms of any off- balance sheet
financing structure, less interest received by it.
Measurement Date means the Issuer’s financial half year date or financial year end, as the case
may be.
Measurement Period means each period of 6 (six) months ending on a Measurement Date.
- Extraordinary Resolution No. 4:
Pursuant to Clause 6.4.13 of the Trust Deed and Condition 24.13 of the Group 1 Notes held under Stock
Code EPF017 and Condition 25.13 of the Group 1 Notes held under Stock Codes EPF018, EPF021 and
EPF023 and the terms of the relevant Finance Documents, the Group 1 Noteholders approve the
amendment of (i) the Subsidiary Guarantee granted by FPI to the Group 1 Noteholders, (ii) the Mortgage
Bond SPV Guarantee, and (iii) the Trust Deed, by the deletion of the definition of Group 1 Notes in each
such Finance Document and the replacement thereof with the following definition of Group 1 Notes:
"Group 1 Notes means each Tranche of Notes issued under the Programme sharing in the same security
and designated as a Group 1 Note in its Applicable Pricing Supplement"
- Extraordinary Resolution No. 5:
Pursuant to Condition 19.2 of the Terms and Conditions in the Programme Memorandum, the Group 1
Noteholders approve the amendment to Condition 25.1 of the Group 1 Notes held under Stock Code
EPF017 and Condition 26.1 of the Group 1 Notes held under Stock Codes EPF018, EPF021 and EPF023, by
the deletion of Condition 25.1 of the Group 1 Notes held under Stock Code EPF017 and Condition 26.1 of
the Group 1 Notes held under Stock Codes EPF018, EPF021 and EPF023 and the replacement thereof with
the following Condition, such that the reference in such Condition to 40% is changed to 60%:
"The Issuer must ensure that the Loan to Valuation Ratio (Group 1) of the Group 1 Property Portfolio does
not exceed 60% at any time, based on the most recent Open Market Valuation."
In this regard, the Issuer confirms the voting results from the Consent Request, in relation to the total nominal
amount of all debt securities in issue or the total nominal amount of the Group 1 Notes in issue, as applicable,
as follows:
Extraordinary Debt securities Debt securities Votes Votes carried Votes against
Resolution voted as a Rand voted disclosed abstained as a for the the
value as a percentage percentage resolution as a resolution as
percentage a percentage
1 R3 499 818 000.00 94.87% 0.00% 90.35% 4.52%
2 R3 499 818 000.00 94.87% 0.54% 90.35% 3.98%
3 R3 499 818 000.00 94.87% 0.54% 90.35% 3.98%
4 R490 000 000.00 98.00% 0.00% 98.00% 0.00%
5 R490 000 000.00 98.00% 0.00% 98.00% 0.00%
The extraordinary resolutions have therefore been passed by the requisite number of noteholders.
13 December 2021
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 13-12-2021 04:30:00
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