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ATTI - Notice of A Meeting of The Noteholders
ATTACQ LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/000543/06)
A2X share code: ATTJ
JSE alpha code: ATTI
(Approved as a REIT by the JSE)
("Attacq" or the "Company")
NOTICE OF A MEETING OF THE NOTEHOLDERS
1. WHEREAS
1.1 This notice of a meeting of noteholders (this Notice of Meeting) is delivered by the Existing Issuer to each
holder of the Notes (as defined below) (the Noteholders) issued under the Existing 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 7 October 2024, as amended and restated from time to time (the Programme Memorandum), in
accordance with Condition 20 (Notices) of the Terms and Conditions for the purposes of a meeting of the
Noteholders to be held on Tuesday, 20 January, 2026 at 14h00 at which the Extraordinary Resolutions as set
out in paragraph 3 (Resolutions to be passed at the meeting) below will be considered and, if deemed fit,
passed with or without modification (the Noteholders Meeting), as required in terms of Condition 21
(Amendment of these Terms and Conditions) and Condition 22 (Meetings of Noteholders / Consent Process)
of the Terms and Conditions.
1.2 Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the
Terms and Conditions.
1.3 The record date to be recorded in the Register to receive the Notice of Meeting is the date of publication of
this notice on Monday, 15 December 2025. The record date to be recorded in the Register to vote at the
Noteholders Meeting is, Friday, 16 January 2026 by 10h00.
1.4 Noteholders or their duly appointed proxies who wish to attend the Noteholders Meeting can attend at Nexus 1
Ground Floor, 44 Magwa Crescent, Waterfall City, 2090, South Africa.
2. BACKGROUND
2.1 Pursuant to the Income Tax Act 58 of 1962 (the Act), no more than 25% of the Existing Issuer's gross income
may be classified as non-rental income, which includes interest received from inter-company loans. Since the
Existing Issuer does not directly own investment properties (but rather holds shares in subsidiaries that do),
the interest income received from on-lending proceeds from the Notes (as defined below) issued under its
Programme to its subsidiaries is subject to the 25% threshold in terms of the Act. This regulatory limitation
restricts the aggregate value of the Notes that the Existing Issuer can issue, thereby constraining its ability to
efficiently raise and deploy capital for developments such as those in the Waterfall precinct or elsewhere. By
replacing the Existing Issuer with a special purpose vehicle, the Attacq group can enhance its funding
structure, ensure compliance with the real estate investment trusts (REIT) income requirements as stipulated
by the Act, and facilitate a more efficient allocation of capital to its operating subsidiaries. This restructuring is
intended to benefit the Noteholders by supporting the long-term sustainability and growth of the Attacq group's
funding platform (the Reorganisation).
2.2 The Existing Issuer has established a special purpose vehicle, Attacq Treasury Limited, as a wholly-owned
subsidiary of the Existing Issuer to substitute the Existing Issuer as the new issuer under the Terms and
Conditions of the Programme Memorandum (the New Issuer), such that going forward the New Issuer will for
all intents and purposes be the "Issuer" under the Programme Memorandum, assuming all rights and
obligations of the Existing Issuer under the Terms and Conditions.
2.3 Further, the Existing Issuer will remain a party to the Terms and Conditions, but in the capacity of a new
guarantor (the New Guarantor) and will, for all intents and purposes, be regarded as the New Guarantor,
assuming all rights and obligations of a Guarantor.
2.4 The Existing Issuer wishes to amend and restate the Programme such that the following changes are effected
to the Terms and Conditions and the consequential changes to the Guarantee, Programme Agreement and
Agency Agreement:
2.4.1 substituting the Existing Issuer with the New Issuer, such that the "New Issuer" assumes all rights and
obligations of the Existing Issuer pursuant to the Terms and Conditions of the Programme;
2.4.2 introducing the Existing Issuer as the New Guarantor, such that the Existing Issuer, as the New Guarantor,
assumes all rights and obligations of a "Guarantor" pursuant to the Noteholders Guarantee;
2.4.3 introducing to the Terms and Conditions (i) the benchmark replacement language under Condition 9
(Benchmark Discontinuation) to address the transition from the Original Reference Rate to the Adjusted
Replacement Reference Rate (as defined in the Amended and Restated Programme Memorandum); and
(ii) the ZARONIA (as defined in the Amended and Restated Programme Memorandum) language; and
2.4.4 deleting Condition 18.1.1(h) entitled "Cessation of business" under Condition 18.1.1 (Events of Default) to
implement minor tidy up amendments to the Programme Memorandum as the cessation or the disposal of
all or a greater part of the Issuer's, any Guarantor's or Material Subsidiary's business or undertaking is
duplicated in Condition 11.6 (Redemption following the disposal of all or a greater part of the Issuer or
Attacq's business, assets or undertaking) as a prepayment event.
2.5 The Existing Issuer currently has the following Notes in issue:
2.5.1 the ZAR350,000,000 Senior Unsecured Floating Rate Notes due 25 October 2027 with stock code ATQ01;
and
2.5.2 the ZAR410,000,000 Senior Unsecured Floating Rate Notes due 25 October 2029 with stock code ATQ02.
collectively, the Notes.
3. RESOLUTIONS TO BE PASSED AT THE MEETING
3.1 In terms of Condition 20 (Notices) of the Terms and Conditions, written notice of a meeting of the Noteholders
is to be given to the Noteholders at least 15 (fifteen) days prior to the meeting. The Noteholders Meeting has
been convened with the required notice of least 15 (fifteen) days.
3.2 The Existing Issuer seeks the Noteholders' consent in accordance with Condition 21 (Amendment of these
Terms and Conditions) and Condition 22 (Meetings of Noteholders / Consent Process) of the Terms and
Conditions to pass the following Extraordinary Resolution:
3.2.1 Extraordinary Resolution No. 1:
3.2.1.1 THAT the Existing Issuer be and is hereby substituted with the New Issuer as the "New Issuer", such
that the New Issuer assumes all rights and obligations of the Existing Issuer pursuant to the Terms and
Conditions of the Programme; and
3.2.1.2 THAT the Existing Issuer be and is hereby introduced as the New Guarantor, such that the Existing
Issuer, as the New Guarantor, assumes all rights and obligations of a Guarantor pursuant to the
Noteholders Guarantee, and will then irrevocably and unconditionally, jointly and severally, together
with the Guarantors, guarantee to the Noteholders the due and punctual payment by the New Issuer of
all amounts now owing by the New Issuer in respect of the Outstanding Notes issued and/or new notes
to be issued under the Programme before, on and after the Programme Date.
3.2.2 Extraordinary Resolution No. 2:
THAT the Terms and Conditions be and is hereby amended to introduce benchmark replacement
language under Condition 9 (Benchmark Discontinuation) and the ZARONIA (as defined in the Amended
and Restated Programme Memorandum) language.
3.2.3 Extraordinary Resolutions No. 3:
THAT Condition 18.1.1(h) entitled "Cessation of business" be and is hereby deleted in its entirety.
3.2.4 Extraordinary Resolution No. 4:
THAT the Programme Memorandum (including the Terms and Conditions and the form of the Guarantee)
and the Guarantee be and is hereby amended to give effect to the proposed changes contemplated in
Extraordinary Resolutions No 1, 2 and 3 (the Amended and Restated Programme Memorandum).
3.2.5 Extraordinary Resolution No. 5:
THAT each of the existing applicable pricing supplements relating to each of the Notes be and is hereby
amended to give effect to the proposed changes (the Amended and Restated Applicable Pricing
Supplements).
3.2.6 Extraordinary Resolution No. 6:
THAT, subject to the passing of Extraordinary Resolutions No. 1 to No. 5 above, the New Issuer and the
New Guarantor be and is hereby authorised to enter into any documentation or to take necessary steps to
give effect to the Extraordinary Resolutions No. 1 to No. 5 above.
4. A copy of the Amended and Restated Programme Memorandum and each of the Amended and Restated
Applicable Pricing Supplements, marked-up against the Previous Programme Memorandum and Applicable
Pricing Supplements, to reflect the proposed changes, will be available on the Existing Issuer's website at
https://www.attacq.co.za/investor-hub/#credit-rating.
5. PROXIES
5.1 A Noteholder entitled to attend and vote at the Noteholder Meeting is entitled to appoint one or more proxies
to attend and vote in his/her stead. A proxy need not also be a Noteholder. A proxy form is annexed to this
Notice of Meeting for use by the Noteholder, as Annexure "A" (the Proxy Form), if required.
5.2 Every director, the secretary of and the attorney to the Existing Issuer and every other person authorised in
writing by the Existing Issuer, may attend and speak at a meeting of Noteholders, but will not be entitled to
vote, other than as Noteholder or duly authorised representative of a Noteholder.
5.3 Noteholders will not be able to submit votes electronically during the Noteholders Meeting.
5.4 Noteholders are requested to provide their Proxy Forms to the abovementioned proposals by voting in relation
to the Extraordinary Resolutions specified in the proxy form annexed hereto as Annexure A, by delivering
same to the registered office of the relevant Participant that provided said Noteholders with the Proxy Form.
Please note that the Proxy Form should be sent to the Existing Issuer for the attention of Pierre le Roux at
pierre@attacq.co.za and Nedbank Limited, acting through its Nedbank Corporate and Investment Banking
division, for the attention of Menique Botha at meniqueb@nedbank.co.za, by no later than 14h00 on 19
January 2026 in accordance with the terms and conditions of Annexure A. The relevant Participant will then
notify Strate Proprietary Limited of the total number of Proxy Forms received, containing votes both in favour
and not in favour of the proposed Extraordinary Resolution and any abstentions.
5.5 Noteholders are requested to instruct their respective Participants to release their Proxy Forms to Strate
Proprietary Limited immediately on receipt of the duly completed Proxy Form.
6. This Notice of Meeting is being delivered to Strate Proprietary Limited in accordance with Condition 22 (Meetings
of Noteholders / Consent Process) of the Terms and Conditions as read with Condition 20 (Notices) of the Terms
and Conditions. The record date to be recorded in the Register to receive this Notice of Meeting is 16 January
2025.
15 December 2025
Debt Sponsor: Nedbank Limited, acting through its Nedbank Corporate and Investment Banking
Date: 15-12-2025 02:46:00
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