APFE - 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)
Company code: APFE
LEI: 378900D514788C447E45
(Approved as a REIT by the JSE)
Bond code: APF16 ISIN: ZAG000176967
("Accelerate")


NOTICE OF REQUEST FOR WRITTEN CONSENT OF SECURED NOTEHOLDERS


    1. This notice of request for written consent (this 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 to an amendment 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, listed and in issue, ZAR134,000,000 Senior Secured Floating Rate Notes due 7 August
        2024 with stock code APF16 (the Senior Secured Notes).

    3.2 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 amended and restated Applicable Pricing Supplement dated 14 December 2022 (as defined below)
        of each of the Senior Secured Notes.

    3.3 The Issuer seeks to amend the Additional Terms and Conditions of the amended and restated
        Applicable Pricing Supplement to create additional headroom and ensure that no breach of financial
        covenant occurs. This additional headroom is purely sought to create protection against breaching
        financial covenants.

    4. Written Consent sought from the Secured Noteholders

      The Issuer seeks the Secured Noteholders' consent in accordance with Condition 18 (Meetings of
      Noteholders) of the Terms and Conditions to pass the following Extraordinary Resolutions:

     4.1 Extraordinary Resolution No. 1:
        THAT the Secured Noteholders of the Senior Secured Notes consent to the amendment and
        restatement of the Additional Terms and Conditions of the amended and restated Applicable Pricing
        Supplement relating to the Senior Secured Notes (the Applicable Pricing Supplement), in terms of
        which the provisions relating to the redemption in the event of a breach of the financial covenants, as
        set out in paragraph 2 of Appendix B (Additional Terms and Conditions) in the amended and restated
        Applicable Pricing Supplement, are amended in accordance with the revisions contained in Annexure
        B attached to the notice disseminated by Strate Proprietary Limited ("Strate").

     4.2 Extraordinary Resolution No. 2:

        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 Resolution 1.

   5. The Secured Noteholders are requested to provide their consent to the abovementioned proposals by
       voting in relation to the Extraordinary Resolutions specified in Annexure A attached to the notice
       disseminated by Strate and delivering same to the registered office of the relevant Participant that
       provided the said Secured Noteholders with the Consent Notice in accordance with the time period
       agreed between the Secured Noteholder and the relevant Participant, and providing a copy thereof to
       Rand Merchant Bank, a division of FirstRand Bank Limited, for the attention of Delia Patterson at e-mail
       delia.patterson@rmb.co.za,    and   the   Issuer,   for   the   attention   of   Pieter   Grobler   at   e-mail
       pieter@acceleratepf.co.za, by no later than 17h00 on Friday, 24 November 2023 in accordance with the
       terms and conditions of Annexure A attached to the notice disseminated by Strate. The relevant
       Participant will then notify Strate Proprietary Limited (Strate) at e-mail 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 Extraordinary Resolutions and any abstentions.

   6. This 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 this Consent Request is Friday, 27
       October 2023.




26 October 2023

Debt sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 26-10-2023 04:10:00
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