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Notice requesting written consent from the holders of all the outstanding notes issued by Emira
EMIRA PROPERTY FUND LIMITED
Incorporated in the Republic of South Africa
(Registration number 2014/130842/06)
Bond company code: EMII
LEI number: 3789005E23C6259EAE70
(Approved as a REIT by the JSE)
("Emira" or "the Issuer")
NOTICE REQUESTING WRITTEN CONSENT FROM THE HOLDERS OF ALL THE OUTSTANDING
NOTES ISSUED BY EMIRA PROPERTY FUND LIMITED UNDER ITS R5,000,000,000 DOMESTIC
MEDIUM TERM NOTE PROGRAMME
1. Pursuant to Condition 18 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 Domestic Medium Term Note
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 20 May 2022 (the Programme
Memorandum), read with the Applicable Pricing Supplements for the Notes.
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 06 February 2026
("SENS").
WHEREAS
4. In terms of Condition 20.13 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 10 below, by no later than 17h00 on 06 March 2026, being 20 Business Days after the
date of publication of this notice on SENS.
AND FURTHER WHEREAS
5. BACKGROUND
5.1. Through a series of investments in August 2024 and March 2025, Emira acquired a 45% equity
interest in DL Invest, a Luxembourg-headquartered Polish property company. Emira's equity
interest in DL Invest is held through linked units, each comprising an indivisible B share and a
loan note. Considering the terms of the linked units, including the associated redemption and
call options, the linked units are classified as a financial asset measured at fair value through
profit or loss, in accordance with IFRS 9. Emira earns a preferred return from its investment in
DL Invest, which is structured through the loan note component of the linked units, such that it
earns interest from DL Invest.
5.2. Given that DL Invest is accounted for as a financial asset at fair value through profit or loss,
Emira wishes to amend the loan-to-value and interest cover ratio definitions used in its
covenants to ensure that DL Invest is appropriately reflected from both an asset and an income
perspective.
5.3. Loan to value change: A change is proposed to the 'value' section of the Loan to Value
definition to simplify the wording of investments in property companies and remove any
unintended exclusions arising from their accounting classification under IFRS.
5.4. Interest cover change: A change is required to ensure that the income received from DL Invest
is included in EBITDA. Because DL Invest is classified as a financial asset measured at fair
value through profit and loss, the interest received on the loan note component together with
any dividend received under the ordinary equity component is recognised on the balance
sheet, with its carrying value subsequently adjusted to fair value through a fair value movement
in the income statement. As a result, the return from DL Invest is not currently reflected in
EBITDA and therefore needs to be specifically incorporated through an amendment to the
definition.
6. ALL OUTSTANDING NOTES
6.1. In respect of all the outstanding Notes issued by the Issuer under its R5,000,000,000 Domestic
Medium Term Note Programme, the Issuer wishes to:
(a) amend Condition 9.5.10.9 of the Terms and Conditions in the Programme Memorandum,
by replacing the definition of Property Portfolio with the amended definition as set out in
Extraordinary Resolution 1. The rationale for this change is set out in paragraph 5.3
above; and
(b) amend Condition 9.8.9 to the Terms and Conditions in the Programme Memorandum by
(i) the deletion of the existing definition of EBITDA and the replacement thereof with the
amended definition as set out in Extraordinary Resolution 2, and (ii) the insertion of the
additional definitions of DL Interest, DL Dividend, DL Invest and DL Invest Group Note,
as set out in Extraordinary Resolution 2. The rationale for this change is set out in
paragraph 5.4 above
7. 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.
8. DEFINITION OF EXTRAORDINARY RESOLUTION
8.1. In terms of Condition 20.13 of the Terms and Conditions of the Notes, 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 Nominal
Amount of the Notes, within 20 Business Days after the written resolution was submitted to
such Noteholders.
8.2. In accordance with Condition 21 of the Terms and Conditions of the Notes, none of the Issuer
or any Subsidiary will have any voting rights in respect of Notes which are beneficially held by
or on behalf of the Issuer or any Subsidiary.
AND WHEREAS
9. If approved, the amendments to Condition 9.5.10.9 and 9.8.9 and of the Programme Memorandum
will be effected by way of a supplement to the Programme Memorandum. The draft amendment
supplement will be made available on the website of the Issuer at https://emira.co.za/investors/dmtn/
on the date of publication of this notice on SENS.
10. SUBMISSION OF SIGNED RESOLUTION BY NOTEHOLDERS
10.1. Each Noteholder is required to sign the written resolution and deliver a signed copy thereof,
by no later than 17h00 on 06 March 2026, by e-mail to:
(a) the relevant Central Securities Depository Participant of that Noteholder (that provided
the Noteholder with this notice); and
(b) the Issuer, c/o Rand Merchant Bank, a division of FirstRand Bank Limited, for the
attention of Delia Patterson at the following e-mail address: delia.patterson@rmb.co.za.
10.2. 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 Nominal 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 06 March 2026.
IT IS RESOLVED BY WRITTEN RESOLUTION THAT:
1. EXTRAORDINARY RESOLUTION NUMBER 1 OF THE NOTEHOLDERS OF ALL
OUTSTANDING NOTES - AMENDMENT TO CONDITION 9.5.10.9 (PROPERTY PORTFOLIO
VALUE) FOR PURPOSES OF THE LOAN TO VALUE RATIO
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 the existing definition of Property Portfolio Value
and the replacement thereof with the amended definition, each as set out below:
Existing definition to be 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;
Amended definition to replace existing definition:
9.5.10.9 Property Portfolio Value means the aggregate of (a) the Open Market Value of
Investment Property; (b) the fair value equity investments in property owning companies, which
includes, for the avoidance of doubt, shares held in listed property-owning companies; (c) the
carrying value of loans receivable, net of any impairment or fair value adjustments, in each case,
determined with reference to the interim and audited financial statements;
2. EXTRAORDINARY RESOLUTION NUMBER 2 OF THE NOTEHOLDERS OF ALL
OUTSTANDING NOTES – AMENDMENT TO CONDITION 9.8.9 (EBITDA) FOR PURPOSES OF
THE GROUP INTEREST COVER RATIO
Pursuant to Condition 19.2 of the Terms and Conditions in the Programme Memorandum, the
Noteholders approve the amendment of Condition 9.8.9 of the Terms and Conditions in the
Programme Memorandum, by (i) the deletion of the existing definition of EBITDA and the
replacement thereof with the amended definition, as set out below, and (ii) the insertion of the
additional definitions of DL Interest, DL Dividend, DL Invest and DL Invest Group Note
referred to below:
Existing definition to be deleted:
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,
Amended definition to replace existing definition:
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, plus the DL Interest and DL Dividend, provided that the DL Dividend is not
included in net income before Net Interest Paid.
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, which for the avoidance of doubt does
not include the DL Interest.
Additional definitions to be inserted:
DL Interest means the interest received by or accrued to the Issuer in respect of the periodic
coupon payment payable on the DL Invest Group Note.
DL Dividend means dividends received by the issuer in respect of it's equity investment in
DL Invest
DL Invest means DL Invest Group S.A., a public limited liability company (société anonyme)
incorporated and existing under the laws of Luxembourg, and registered with the
Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under
number B155553 and having its registered office at 94, rue du Grünewald, L-1912
Luxembourg.
DL Invest Group Note means the 9% loan notes constituted by way of a loan note
instrument issued by DL Invest to the Issuer.
Bryanston
6 February 2026
Debt sponsor
Questco Corporate Advisory
Date: 06-02-2026 12:00:00
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