CITY LODGE HOTELS LIMITED - Exercise by dissenting shareholder of appraisal rights

Exercise by dissenting shareholder of appraisal rights

City Lodge Hotels Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1986/002864/06)
JSE share code: CLH
ISIN: ZAE000117792
(“City Lodge” or the “Company”)

EXERCISE BY DISSENTING SHAREHOLDER OF APPRAISAL RIGHTS

1.     Introduction

1.1.      Shareholders are referred to the appendix to the integrated annual report issued to
          Shareholders on 13 November 2020 (the “Appendix”) and the announcements released on
          the Stock Exchange News Service (“SENS”) by City Lodge on 13 November 2020 and
          14 December 2020 in relation to the Company’s B-BBEE Unwind and Indirect Specific
          Repurchase.

1.2.      Capitalised words and phrases in this announcement shall, unless the context indicates
          otherwise, bear the same meanings ascribed thereto in the Appendix.

2.     Exercise by Dissenting Shareholder of Appraisal Rights

2.1.      As detailed in the Appendix, Shareholders were afforded the right, in terms of section 164 of
          the Companies Act, 2008 (Act 71 of 2008), as amended (“Act”), to demand that the Company
          pay them the fair value of all of such number of City Lodge Shares as may form the subject
          matter of their demand (“Appraisal Rights”).

2.2.      As per the results of Annual General Meeting (“AGM”) SENS announcement dated 14
          December 2020, Shareholders were advised of a Dissenting Shareholder wishing to exercise
          his Appraisal Rights and the written Notice of Objection provided to the Company before the
          AGM.

2.3.      Following the exercise of Appraisal Rights by the Dissenting Shareholder, the Company has
          repurchased a total of 175,000 City Lodge Shares (“Dissenting Shareholder’s Shares”) from
          the following Dissenting Shareholder, at a price of R3.285, based on a 15 day VWAP, per
          Dissenting Shareholder’s Share (“Purchase Price”):

          Registered holder             Beneficial        Number of           Number of            Total
          of                         owner of City       Dissenting          Dissenting         Purchase
          City Lodge Shares           Lodge Shares    Shareholder’s       Shareholder’s           Price2
                                                             Shares       Shares as a %
                                                                         of issued City
                                                                          Lodge Shares1
          
          Breede      Coalitions            Breede          175,000              0.029%      R574,875.00
          (Pty) Ltd (“Breede”)

          Note:
          1. Based on 610,034,502 City Lodge Shares in issue.
          2. These amounts exclude any taxes payable or withheld.

2.4.     As per paragraph 5.67(A) of the JSE Listings Requirements (“Listings Requirements”), “In
         the event that a shareholder of an issuer exercises its rights in terms of Section 164 of the Act
         and the issuer, in terms thereof, purchases its shares from the shareholder, the purchase of
         such shares will not be regarded as a repurchase of securities in terms of the Listings
         Requirements.”

2.5.     The Company has applied to the JSE for the delisting of the Dissenting Shareholder’s Shares
         with effect from the commencement of trading on or about Tuesday, 16 February 2021,
         whereafter the Dissenting Shareholder’s Shares will be cancelled.

3.     Responsibility Statement

        The board of directors of City Lodge ‘(the “Board”) accepts responsibility for the information
        contained in this announcement as it pertains to City Lodge. To the best of the Board's
        knowledge and belief, the information contained in this announcement as it pertains to City
        Lodge is true and nothing has been omitted which is likely to affect the importance of such
        information.

Bryanston
9 February 2021

Sponsor
Nedbank Corporate & Investment Banking

Corporate Advisor and Transaction Sponsor
Questco Proprietary Limited

Date: 09-02-2021 08:11:00
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