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Notice of request for written consent of secured noteholders
ACCELERATE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration No 2005/015057/06)
JSE code: APF ISIN code: ZAE000185815
Bond company code: APFE
LEI: 378900D514788C447E45
(Listed in the General Segment)
(REIT status approved)
Bond code: APF23 ISIN: ZAG000214172
Bond code: APF24 ISIN: ZAG000214180
("Accelerate" or the “Company")
NOTICE OF REQUEST FOR WRITTEN CONSENT OF SECURED NOTEHOLDERS
1. A notice of request for written consent (the Consent Request) is delivered by the Issuer to each holder of Senior
Secured Notes (as defined below) (the Secured Noteholders) issued under the Issuer’s ZAR5,000,000,000 Domestic
Medium Term Note Programme (the Programme) pursuant to the section headed “Terms and Conditions of the
Notes” (the Terms and Conditions) in the programme memorandum dated 9 September 2014, as amended and
restated from time to time (the Programme Memorandum), in accordance with Condition 16 (Notices) of the Terms
and Conditions for the purposes of obtaining the Secured Noteholders’ written consent for various amendments to
the Applicable Pricing Supplements in respect of the Senior Secured Notes as required in terms of Condition 17
(Amendment of these Conditions) of the Terms and Conditions.
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms
and Conditions and/or the Additional Terms and Conditions (each as defined below).
3. Background
3.1 The Issuer has the following listed notes in issue:
3.1.1 ZAR115,043,573 Senior Secured Floating Rate Notes due 31 March 2027 with stock code APF23 (the APF23
Senior Secured Notes); and
3.1.2 ZAR648,228,128 Senior Secured Floating Rate Notes due 31 March 2027 with stock code APF24 (the APF24
Senior Secured Notes),
collectively, the Listed Notes. Accelerate’s unlisted notes together with the Listed Notes are collectively referred
to as the Senior Secured Notes.
3.2 Each of the Senior Secured Notes incorporate by reference additional terms and conditions (the Additional Terms
and Conditions) which apply to the Senior Secured Notes, as contemplated in Appendix B of the Applicable
Pricing Supplements (as defined below) of each of the Senior Secured Notes.
3.3 The Issuer is seeking to amend terms of the Applicable Pricing Supplements and the Additional Terms and
Conditions of each of the Applicable Pricing Supplements to:
3.3.1 extend the period during which the Interest Cover Ratio of 1.1 times applies from 31 March 2026 to 31 March
2027, and reduce the Interest Cover Ratio applicable thereafter from 1.6 times to 1.4 times;
3.3.2 calculate the Interest Cover Ratio by reference to EBIT (rather than EBITDA), and insert a definition of “EBIT”,
being consolidated operating profit of the Issuer (after head office and administration costs) before interest
and taxation;
3.3.3 increase the Secured Properties Interest Cover Ratio from 1.1 times to 1.3 times and extend the period during
which that ratio applies from 31 March 2026 to 31 March 2027;
3.3.4 reduce the Secured Properties Interest Cover Ratio applicable after 31 March 2027 from 1.6 times to 1.4
times;
3.3.5 replace 3 Month ZAR-JIBAR as the Reference Rate with Compounded Daily ZARONIA (Lookback without
Observation Shift) pursuant to the anticipated discontinuation of the Johannesburg Interbank Average Rate
(JIBAR);
3.3.6 increase the Margin from 350 basis points to 366 basis points as a result of the change to ZARONIA;
3.3.7 include an additional Event of Default, for which no cure period applies, if the interim appointment of
Flanagan and Gerard Frontiers Proprietary Limited and Luvon Investments Proprietary Limited as asset,
property and development manager of Fourways Mall is terminated or cancelled prior to 31 December 2026;
3.3.8 amend the name and registered address of the Trustee (as defined in Appendix “A” of the Applicable Pricing
Supplements); and
3.3.9 amend the Secured Properties listed under the heading “Negative Undertakings” by removing BMW
Fourways and Cedar Square (pursuant to the disposal of BMW Fourways and the planned disposal of Cedar
Square).
3.4 The additional headroom is purely sought to create protection against breaching financial covenants and the
additional Event of Default was requested by the Secured Noteholders.
3.5 In respect of each Senior Secured Note:
3.5.1 the amendments in paragraphs 3.4.1 to 3.4.4 and paragraphs 3.4.7 to 3.4.9 will be incorporated into an
amended and restated Applicable Pricing Supplement (as defined below) relating to that Senior Secured Note
(the Initial Amended and Restated Applicable Pricing Supplement), and will take effect from the date the
Initial Amended and Restated Applicable Pricing Supplement is signed, immediately following the passing of
the Extraordinary Resolutions set out in paragraph 4 below by the requisite majority of Secured Noteholders
and the publishing of the voting results; and
3.5.2 the amendments in paragraphs 3.4.5 and 3.4.6 will be incorporated into a subsequent amended and restated
Applicable Pricing Supplement relating to that Senior Secured Note (the Subsequent Amended and Restated
Applicable Pricing Supplement), and will take effect on the following Floating Interest Payment Date: (i)
APF23 Senior Secured Notes: 31 December 2026; and (ii) APF24 Senior Secured Notes: 28 February 2027.
3.6 The Initial Amended and Restated Applicable Pricing Supplement and the Subsequent Amended and Restated
Applicable Pricing Supplement in respect of each Senior Secured Note are available on Accelerate’s website at
https://accelerate-pf.co.za/investor-centre/dmtn-programme/.
4. Written Consent sought from the Secured Noteholders
The written consent of all the Secured Noteholders is required in order to pass the following Extraordinary
Resolutions, as required in terms of Condition 17 (Amendment of these Conditions) of the Terms and Conditions:
4.1 Extraordinary Resolution No. 1:
THAT the respective Secured Noteholders of each of the Senior Secured Notes consent to the amendment and
restatement of the terms of the relevant Applicable Pricing Supplements (collectively, the Applicable Pricing
Supplements) relating to the APF23 Senior Secured Notes, the APF24 Senior Secured Notes, the APF25U Senior
Secured Notes, the APF26U Senior Secured Notes and the APF27U Senior Secured Notes in order to:
4.1.1 waive the measurement of the Interest Cover Ratio and any non-compliance with the Interest Cover Ratio as
set out under Condition 2.1 (Redemption in the event of a breach of the Financial Covenants) of the Additional
Terms and Conditions, as contained in Appendix B (Additional Terms and Conditions) of each Applicable
Pricing Supplement relating to the Senior Secured Notes, for the Measurement Period ending 30 September
2026;
4.1.2 waive the measurement of the Secured Properties Interest Cover Ratio and any non-compliance with the
Secured Properties Interest Cover Ratio as set out under Condition 2.1 (Redemption in the event of a breach
of the Financial Covenants) of the Additional Terms and Conditions, as contained in Appendix B (Additional
Terms and Conditions) of each Applicable Pricing Supplement relating to the Senior Secured Notes, for the
Measurement Period ending 30 September 2026;
4.1.3 extend the date up to and including which the Interest Cover Ratio of 1.1 times applies from 31 March 2026
to 31 March 2027 and to reduce the Interest Cover Ratio applicable after 31 March 2027 from 1.6 times to
1.4 times;
4.1.4 extend the date up to and including which the lower Secured Properties Interest Cover Ratio applies from 31
March 2026 to 31 March 2027, to increase the Secured Properties Interest Cover Ratio applicable up to and
including 31 March 2027 from 1.1 times to 1.3 times and to reduce the Secured Properties Interest Cover Ratio
applicable after 31 March 2027 from 1.6 times to 1.4 times;
4.1.5 change the name and the registered address of the Trustee from “Stonehage Fleming Corporate Services (Pty)
Ltd” to “TMF Capital Markets Services (South Africa) (Pty) Ltd” with its registered address at TMF Building, No
2 Conference Lane, Block 1, Bridgewater One, Bridgeways Precinct, Century City 7446 Cape Town;
4.1.6 remove “Cedar Square” and “BMW Fourways” from the Secured Properties listed under the Negative
Undertakings;
4.1.7 include a definition of “EBIT” (being consolidated operating profit of the Issuer, after head office and
administration costs, before interest and taxation) and calculate the Interest Cover Ratio by reference to EBIT
rather than EBITDA;
4.1.8 include an additional Event of Default upon any termination or cancellation prior to 31 December 2026 of the
interim appointment of Flanagan and Gerard Frontiers Proprietary Limited and Luvon Investments Proprietary
Limited as asset, property and development manager in respect of Fourways Mall Shopping Centre; and
4.1.9 increase the “Margin” from 350 basis points to 366 basis points.
4.2 Extraordinary Resolution No. 2
THAT the respective Secured Noteholders of each of the Senior Secured Notes consent to the amendment and
restatement of the terms of the Applicable Pricing Supplements relating to the APF23 Senior Secured Notes, the
APF24 Senior Secured Notes, the APF25U Senior Secured Notes, the APF26U Senior Secured Notes and the APF27U
Senior Secured Notes in order to incorporate the switch in Reference Rate from 3 Month ZAR-JIBAR to
Compounded Daily ZARONIA (Lookback without Observation Shift) due to the anticipated discontinuation of
JIBAR.
4.3 Extraordinary Resolution No. 3:
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 Resolutions No. 1 and No. 2.
5. The Secured 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 to the Consent Request as
Annexure A, and delivering same to Rand Merchant Bank, a division of FirstRand Bank Limited, for the attention of
Delia Patterson at e-mail delia.patterson@rmb.co.za, by no later than 11 December 2026 in accordance with the
terms and conditions of Annexure A.
6. The Consent Request is being delivered to Strate in accordance with Condition 18 (Meetings of Noteholders) of the
Terms and Conditions as read with Condition 16 (Notices) of the Terms and Conditions. The record date to be
recorded in the Register to receive the Consent Request is 13 November 2026.
Fourways
13 November 2026
Debt Sponsor
Questco Corporate Advisory
Date: 13/11/2026 11:00:00
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