| Wed 16 Jul 2025, 12:55 | | Notice requesting written consent from the noteholders |
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Notice requesting written consent from the noteholders
Urban Ubomi 2 (RF) Limited
(Incorporated in South Africa as a public company with limited liability under registration number
2024/072898/06))
("Urban Ubomi 2")
Issuer Code: UBBI2
NOTICE REQUESTING WRITTEN CONSENT FROM THE HOLDERS OF ALL THE OUTSTANDING
NOTES ISSUED BY URBAN UBOMI 2 (RF) LIMITED UNDER ITS R5,000,000,000 MORTGAGE-
BACKED SECURITIES PROGRAMME
1. Pursuant to Condition 17 (Notices) of the Terms and Conditions of the Notes (the Notes), the
Issuer hereby gives notice requesting written consent from the holders of all the outstanding Notes
(the Noteholders) issued by the Issuer under its R5,000,000,000 Mortgage-Backed Securities
Programme, of the written Extraordinary Resolutions proposed by the Issuer described below.
2. Unless otherwise defined, words and expressions used in this notice will bear the same meanings
as in the programme memorandum of the Issuer dated 30 August 2024 (the Programme
Memorandum).
3. The record date to be recorded in the Register to receive this notice of request for written consent,
and to vote on the proposed written Extraordinary Resolutions, is the date of publication of this
notice on the Stock Exchange News Service (SENS) of the JSE Limited (JSE) on 16 July 2025
("SENS").
WHEREAS
4. In terms of Condition 22.13 (Written Resolutions) of the Terms and Conditions of the Notes, the
Noteholders are required to sign the written Extraordinary Resolutions and deliver a signed copy
thereof, as set out in paragraph 9 below, by no later than 17h00 on 13 August 2025, being 20
Business Days after the date of publication of this notice on SENS.
AND FURTHER WHEREAS
5. Subject to the written approval of the Security SPV for the proposed amendments to the
Transaction Documents and the written confirmation by the Rating Agency that the proposed
amendments to the Transaction Documents will not cause it to downgrade the Ratings of the
Notes in issue, the Issuer wishes to:
5.1 amend one of the Eligibility Criteria as set out in Extraordinary Resolution 1. The rationale
is to increase the maximum Principal Balance of Loans other than the Activated CMBS
Loans that may be acquired by the Issuer; and
5.2 amend one of the Portfolio Covenants as set out in Extraordinary Resolution 2. The rationale
is to allow a lower weighted margin of the Asset Portfolio following the acquisition or
substitution of assets or the advance of Redraws, Re-Advances and Further Advances.
6. REQUEST
The Issuer requests the Noteholders to approve by written Extraordinary Resolution of the
Noteholders of all outstanding Notes, the Extraordinary Resolutions set out below, for the reasons
set out in paragraph 5 above.
7. DEFINITION OF EXTRAORDINARY RESOLUTION
7.1 In terms of Condition 22.13, a written Extraordinary Resolution of the Noteholders of all the
outstanding Notes, means a resolution in writing submitted to the Noteholders of the Notes,
entitled to exercise voting rights in relation to the resolution, and signed by Noteholders
holding at least 66.67% of the Outstanding Principal Amount of the Notes, being
R1,265,400,885, within 20 Business Days after the written resolution was submitted to such
Noteholders.
7.2 In accordance with Condition 20, the Issuer will have no voting rights in respect of any Notes
held by it.
AND WHEREAS
8. If approved, the amendments will be effected by executing an amendment agreement to each
Sale Agreement, a supplement to each Applicable Pricing Supplement and a supplement to the
Programme Memorandum. The draft amendment agreements and supplements will be made
available on the Servicer's website of the Issuer at https://www.tuhf.co.za/category/investor-
documents/urban-ubomi-2/ on the date of publication of this notice on SENS.
9. SUBMISSION OF SIGNED RESOLUTION BY NOTEHOLDERS
9.1 Each Noteholder is required to sign the written resolution and deliver a signed copy thereof,
by no later than 17h00 on 13 August 2025, by e-mail to:
9.1.1 the relevant Central Securities Depository Participant of that Noteholder (that provided
the Noteholder with this notice); and
9.1.2 the Issuer, c/o the Administrator, TUHF Limited, for the attention of the Chief Financial
Officer at the following e-mail address: ilonar@tuhf.co.za
On receipt of the signed written resolution from each Noteholder, the relevant Central Securities
Depository Participant is required to notify Strate Proprietary Limited of the Noteholder's vote for,
against or abstaining from voting in respect of the written resolution together with the Outstanding
Principal Amount of the Notes held and voted on by that Noteholder in the signed written resolution, by
e-mail to Strate-CDAdmin@strate.co.za by no later than 17h00 on 13 August 2025.
Date: 16 July 2025
Debt Sponsor: The Standard Bank of South Africa Limited
Date: 16-07-2025 12:55:00
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