| Tue 22 Nov 2022, 13:10 | | HPAI - Notice of Request for Written Consent of Noteholders |
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HPAI - Notice of Request for Written Consent of Noteholders
Hospitality Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2005/014211/06)
Company code: HPAI
LEI: 3789006ACF6F371CCB67
Bond code: HPF12 ISIN: ZAG000158338
Bond code: HPF13 ISIN: ZAG000165168
Bond code: HPF14 ISIN: ZAG000184730
(“Hospitality” or the “Issuer”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder of
Senior Secured Notes (as defined below) (the Noteholders) issued under the Issuer’s ZAR10,000,000,000
domestic medium term note programme (the Programme) pursuant to the section headed “Terms and
Conditions of the Notes” (the Terms and Conditions) in the amended and restated programme
memorandum dated 31 January 2019, as amended and restated from time to time (the Programme
Memorandum), in accordance with Condition 18 (Notices) of the Terms and Conditions for the purposes
of obtaining the Noteholders’ written consent to authorise TMF Corporate Services (South Africa)
Proprietary Limited (TMF) (as Noteholder Trustee and Finance Provider) to provide the necessary consent
for the (i) the Delisting (as defined below) and (ii) to allow Hospitality Guarantee SPV (RF) Proprietary
Limited (the Debt Guarantor), as the holder of the Existing Mortgage Bonds (defined below) forming part
of the underlying security applicable to the ZAR300,000,000 Senior Secured Notes due 31 March 2024
(with stock Code HPF12) (the HPF12 Notes), ZAR800,000,000 Senior Secured Floating Rate Notes due 30
September 2024 (with stock code HPF13) (the HPF13 Notes) and ZAR600,000,000 Senior Secured Floating
Rate Notes due 30 March 2024 (with stock code HPF14) (the HPF14 Notes, together with the HPF12 Notes
and the HPF13 Notes, the Senior Secured Notes) to agree:
1.1 to the Correction Application (as defined below);
1.2 to the Township Establishment (as defined below);
1.3 to the registration of the New Servitude (as defined below);
1.4 to the Rezoning (as defined below); and
1.5 to the Area Description (as defined below).
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto
in the Terms and Conditions or the Security Sharing Agreement, dated on or about 28 April 2017,
entered into amongst Fezisource, HPF, the Issuer, the Debt Guarantor, Nedbank Limited, acting through
its Nedbank Corporate and Investment Banking division (as Original Facility Lender and Hedge
Provider), FirstRand Bank Limited, acting through its Rand Merchant Bank division (as Hedge Provider)
and TMF, and to which The Standard Bank of South Africa Limited, acting through its Corporate and
Investment Banking division, Merway and Cullinan have subsequently acceded (the Security Sharing
Agreement), as applicable.
3. The request for written consent set out herein relates to:
3.1 The (i) delisting of the Senior Secured Notes from the Interest Rate Market of the JSE, (ii) the
amendment and restatement of the applicable pricing supplement relating to the HPF12 Notes, the
HPF13 Notes and the HPF14 Notes (the Applicable Pricing Supplements) and (iii) the subsequent
deregistration of the Programme from the JSE (the Delisting);
3.2 the lodgement and registration of an application in terms of section 4(1)(b) of the Deeds Registries
Act, 1937 to correct certain historical errors in the title deed of Portion 381 (A Portion of Portion 153)
of the Farm Syferfontein 51 held under Deed of Transfer No. T1071/2022 by HPF situated in the
province of Gauteng (the Wynberg Property) (the Correction Application);
3.3 the subsequent establishment of a township on the Wynberg Property (the Township Establishment)
for the purpose of the Issuer meeting its regulatory requirements;
3.4 the registration of the servitude in perpetuity for encroachment and building purposes, over a
certain portion of the immovable property owned by HPF situated in the province of Gauteng (the
Gauteng Property), as set out in Part 1 of Annexure A hereto (the New Servitude);
3.5 the rezoning of the Gauteng Immovable Property in order for the property to be re-classified from a
“Residential 4 including Hotel and Conference” property to a “Recreation including Hotel and
Conference limited to 362 seats” property (the Rezoning); and
3.6 the registration of the notarial deed of area description to be entered into between Ostiprop and
Hospitality Properties (each as defined below) in respect of the property described in Part 2 of
Annexure A (the Area Description),
with paragraphs 3.2 to 3.6 being collectively, the Transaction.
4. The Issuer has proposed the Delisting to optimise the management of the Notes under the Programme.
5. Following the Delisting, it is anticipated that the Issuer will amend and restate each Applicable Pricing
Supplement relating to the Senior Secured Notes to reflect the Delisting.
6. The Debt Guarantor currently holds Mortgage Bonds over the Wynberg Property and the Gauteng
Property (the Immovable Properties) and in order to implement the Transaction, the consent of the Debt
Guarantor is required.
7. The registration of the New Servitude is pursuant to deeds of encroachment to be entered into between
the Issuer and Ostiprop 1015 Proprietary Limited (the Ostiprop) on the Gauteng Property (the
Agreements). As part of the Agreements, the Issuer will register the New Servitude in favour of Ostiprop
and Ostiprop will simultaneously grant a similar servitude in favour of the Issuer as each party is
encroaching on the other’s property.
8. It is worth noting that the Transaction does not fall within the scope of clause 12 (Release and/or
Replacement of Security) of the Security Sharing Agreement as it does not relate to the (i) the provision
of further Mortgage Bonds over the Immovable Properties not previously forming part of the Transaction
Security, or (ii) the release of existing Mortgage Bonds over the Immovable Properties forming part of the
Transaction Security and/or (ii) the replacement of existing Mortgage Bonds with new Mortgage Bonds.
9. The Finance Providers will not be prejudiced in any way by the proposed Transaction and will remain in
the same position as they were immediately prior to the implementation of the Transaction.
10. As the Mortgage Bonds constitute part of the security under the Issuer’s security sharing structure
relating to the Senior Secured Notes, the Debt Guarantor is required to obtain the Finance Providers’
consent before exercising any decision in respect of the security pursuant to clause 3.1.1.2 of the
Security Sharing Agreement.
11. The Issuer seeks the Noteholders’ written consent in accordance with Condition 20 (Meetings of
Noteholders / Consent Process) of the Terms and Conditions to pass the following written Extraordinary
Resolutions:
11.1 “Extraordinary Resolution No. 1:
THAT the Noteholder Trustee (as the Finance Provider) be authorised to provide the necessary
consent to allow:
11.1.1 the Debt Guarantor, as holder of the Mortgage Bonds over the Immovable Properties, to agree
to (i) the lodgement and registration of the Correction Application, (ii) the establishment of the
Township; (iii) the registration of the New Servitude, (iv) the Rezoning and (v) the Area Description.
11.2 Extraordinary Resolution No. 2:
THAT the Noteholder Trustee (as the Finance Provider) be authorised to enter into any
documentation or to take any necessary steps to give effect to the consents specified in
Extraordinary Resolution 1.
11.3 Extraordinary Resolution No. 3:
THAT, the Noteholders consents to (i) the Delisting, (ii) the amendment and restatement of the
Applicable Pricing Supplements and (iii) the subsequent amendment and restatement of the existing
applicable pricing supplements relating to the Notes to give effect to the Delisting.
11.4 Extraordinary Resolution No. 4:
THAT, subject to the consent of the Noteholders pursuant to Extraordinary Resolution No. 3 above,
the Issuer be authorised to enter into any documentation or to take any necessary steps to give
effect to the consents specified in Extraordinary Resolutions No. 3 above.”
12. The Noteholders are requested to provide their written consent to the abovementioned proposals by
voting in relation to the written Extraordinary Resolutions specified in the Consent Notice annexed to the
Consent Request disseminated through Strate Proprietary Limited (Strate) as Annexure B and delivering
same to the registered office of the relevant Participant that provided the Noteholder with the Consent
Notice, in accordance with the timelines agreed between the Noteholder and the relevant Participant,
and providing a copy thereof to the Issuer, for the attention of The Company Secretary and e-mailed to
rosao@hpf.co.za, by no later than 17h00 on 21 December 2022 in accordance with the terms and
conditions of Annexure B of the Consent Request disseminated through Strate. The relevant Participant
will then notify Strate at Strate-CDAdmin@strate.co.za of the total number of Consent Notices received,
containing votes both in favour and not in favour of the proposed written Extraordinary Resolutions and
any abstentions. The votes of the Issuer will not be included in any of the above-mentioned
Extraordinary Resolutions.
13. A copy of each amended and restated Applicable Pricing Supplement, marked-up against the
previous Applicable Pricing Supplement respectively, to reflect the Delisting, will be published on the
Issuer’s website at https://www.hpf.co.za/investors/regulatory-documents
14. This Notice is being delivered to Strate in accordance with Condition 20 (Meetings of Noteholders /
Consent Process) of the Terms and Conditions as read with Condition 18 (Notices) of the Terms and
Conditions. The record date to be recorded in the Register to receive this Consent Request is 21
November 2022.
22 November 2022
Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
ANNEXURE A
PART 1
NEW SERVITUDE TO BE REGISTERED OVER THE GAUTENG IMMOVABLE PROPERTY
Name of Property and Mortgage Bond No. Type of Servitude Property Description
Location
Birchwood Hotel and OR B9944/2006 and Servitude for encroachment ERF 676 Bardene Extension 39
Tambo Conference B9691/2017 and building purposes. Township, Registration Division
Centre (Boksburg) I.R., the Province of Gauteng
under Deed of Transfer No.
T6680/2006
PART 2
NOTARIAL DEED OF AREA DESCRIPTION
Name of Property and Property Description
Location
Birchwood Hotel and OR Tambo ERF 676 Bardene Extension 39 Township, Registration Division I.R., the
Conference Centre (Boksburg) Province of Gauteng under Deed of Transfer No. T6680/2006
Date: 22-11-2022 01:10:00
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