| Noteholders are advised of the following financial covenants report. |
| The Issuer’s financial covenants requirements, applicable to the listed notes, are as follows: |
| · Loan Value Ratio (“LTV ratio”) does not exceed 50% for the Emira Property Fund Group (“the Group”). As per the Programme Memorandum, the LTV is calculated as follows: |
| - Loan Value Ratio means the ratio between the Total Debt of the Group and the Property Portfolio Value; |
| - Total Debt means all interest-bearing borrowings (in whichever form and including, without limitation, note issuances or any other instrument evidencing Financial indebtedness) of the Borrower and derivative liabilities net of derivative assets excluding trade creditors and other payables and tax payable, less cash and cash equivalents, (each calculated based on the Emira Property Fund Group financial statements, where: |
| - Financial Indebtedness means any indebtedness, including for or in respect of: |
| a) money borrowed or credit granted; |
| b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent; |
| c) any amount raised under any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; |
| d) the amount of any liability in respect of any lease or hire purchase contract which would, by IFRS, be treated as a finance or capital lease; |
| e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); |
| f) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing; |
| g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked-to-market value (or, if any actual amount is due as a result of the termination or close out of that derivative transaction, that amount) shall be taken into account); |
| h) any amount raised by the issue of redeemable shares; |
| i) any counter indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and |
| j) the amount of any liability in respect of any guarantee or indemnity for any of the items |
| |
| Referred to in a) to i) above. |
| - 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 concerning the interim and audited financial statements |
| |
| - Investment Property means all the immovable properties owned by the Group from time to time; |
| - Open Market Value means in respect of Investment Property, the annual property valuation undertaken at the instance of the Issuer regarding all Investment Property, which about a minimum of 33.3% (thirty-three point three per cent) of Investment Property by number, shall be undertaken by a Valuer or Valuers appointed by the Issuer, provided that in respect of any 3 (three) year period,d all Investment Property will have been valued by a Valuer or Valuers; and |
| - Property Portfolio means all the immovable properties owned by the Group from time to time. |
| The Issuer confirms that: |
| · The LTV ratio was tested as of 30 September 2024 and does not exceed 50%, with the LTV ratio measuring 42%; and |
| · The Group ICR was tested as of 30 September 2024 and exceeds 2.00 times cover, with the Group ICR measuring 2.30 times cover |
| For the full document click the link below: |
| Emira Property Fund Group |
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