77WZ Acorn P2. 24

TIDM77WZ

RNS Number : 6868D

Acorn Project (Two) LLP

29 October 2020

29 October 2020

ACORN PROJECT (TWO) LIMITED LIABILITY PARTNERSHIP

Registration Number LLP-EL1BLM

Acorn House, 97 James Gichuru Road

P. O. Box 13759-00100 Nairobi, Kenya

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PROPOSED TRANSFER BY ACORN HOLDINGS LIMITED OF ITS PARTNERSHIP INTERESTS IN ACORN PROJECT (TWO) LIMITED LIABILITY PARTNERSHIP TO THE PROPOSED ACORN STUDENT ACCOMMODATION D-REIT ( "Acorn D-REIT") CURRENTLY UNDER INCORPORATION

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Acorn Project (Two) Limited Liability Partnership ("Issuer") hereby announces THAT:

1. On 27 October 2020, the Noteholders of the Medium Term Note Programme of up to Kenya Shillings Five Billion (KES 5,000,000,000) ( "Programme" ) established by the Issuer pursuant to a trust deed dated 16 August 2019 entered into between inter alia the Issuer, Acorn Holdings Limited ( "AHL" ) , GuarantCo Ltd and Ropat Trust Company Limited (as Note Trustee), approved the proposed transfer by AHL of its partnership interests in the Issuer to the proposed ACORN D-REIT (currently under incorporation) ( "Proposed Transfer" ) .

2. The Proposed Transfer is subject to and conditional upon customary conditions for a transaction of this nature, including among others:

   2.1.            no Event of Default has occurred and is continuing under the Programme; 

2.2. the Acorn D-REIT having been established and authorized by the Capital Markets Authority ("CMA") in accordance with the Capital Markets (Real Estate Investment Trusts) (Collective Investment Schemes) Regulations, 2013 and the relevant constitutional documents having been delivered to the Note Trustee;

2.3. the receipt of the final written approval of the Proposed Transfer by Guarantco Ltd (in its capacity as guarantor under the Programme) and, if such approval has any conditions or undertakings attached to it, such conditions being in form and substance reasonably acceptable to the Note Trustee;

2.4. all the other security interests created in favour of the Security Trustee (as trustee for the Secured Parties) under the Programme, shall continue in full force and effect notwithstanding the Proposed Transfers; and

2.5. upon establishment and authorization of the Acorn D-REIT by the CMA, the Proposed Transfer, be implemented pursuant to a release and consent agreement to be entered into by the parties (including the Note Trustee on behalf of the Secured Parties).

AHL has submitted to the CMA an application for authorisation of the Acorn D-REIT. Further information will be provided (i) upon receipt of the authorisation by the CMA of the D-REIT and of the Proposed Transfer and (ii) on completion of the transaction.

Pending completion of the Proposed Transfer investors are advised to exercise caution when dealing in the Notes issued by the Issuer under the Programme.

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