Wrap Text
Posting of Circular relating to the Hotel Sale Transaction and the Separation Transaction and Proposed Name Change
Tsogo Sun Hotels Limited
Incorporated in the Republic of South Africa
Registration number 2002/006356/06
Share Code: TGO ISIN: ZAE000272522
(“Tsogo Sun Hotels” or “the Company”)
POSTING OF CIRCULAR RELATING TO THE HOTEL SALE TRANSACTION AND THE SEPARATION TRANSACTION, THE
PROPOSED NAME CHANGE AND NOTICE OF SHAREHOLDER MEETING
INTRODUCTION
Words and expressions defined in this announcement shall, when used below, bear the same meanings
ascribed to them in the Circular distributed to shareholders on Wednesday, 20 July 2022.
Shareholders of Tsogo Sun Hotels (“Shareholders”) are referred to the announcement released on the Stock
Exchange News Service (“SENS”) on 26 May 2022 relating to the Related Party Transactions comprising of the Hotel
Sale Transaction and the Separation Transaction (“the Proposed Transactions”).
In the SENS announcement, the Company also advised Shareholders that Tsogo Sun Hotels had commenced
rebranding its business operations to “Southern Sun” and wishes to propose that the name of the Company be
changed from “Tsogo Sun Hotels Limited” to “Southern Sun Limited” (“Change of Name”). The JSE has subject to
shareholder approval, approved the Change of Name with a new share code and short name “SSU” and the Company
will retain its history. The ISIN number and the sector (Travel and Leisure) on which the Company is listed on the
Main Board of the JSE will remain unchanged.
POSTING OF CIRCULAR
Shareholders are hereby advised that the Circular has been distributed to Shareholders on Wednesday, 20 July 2022
and contains a notice convening a general meeting of Shareholders to be held on Thursday, 18 August 2022 at 10:00
(South African Time) for the purpose of considering, and if deemed fit, passing with or without modification, the
resolutions required to approve the Proposed Transactions and Change of Name ("General Meeting"). The General
Meeting will be conducted entirely by electronic communication via Microsoft Teams.
Copies of the Circular are available on the Company's website at www.southernsun.com/investors/circulars or may
be obtained from the registered office of Tsogo Sun Hotels during normal business hours from Wednesday, 20 July
2022 to Thursday, 18 August 2022.
SALIENT DATES AND TIMES
2022
Record date for Shareholders to be recorded in the Register in order to Friday, 15 July
receive the Circular
Circular incorporating the Notice of General Meeting and Form of Proxy Wednesday, 20 July
(grey), distributed to Shareholders on
Announcement of distribution of Circular and notice convening the General Wednesday, 20 July
Meeting released on SENS on
Last day to trade Shares in order to be recorded in the Register to vote at the Monday, 8 August
General Meeting (see note 2 below) on
Record date for a Shareholder to be registered in the Register in order to be Friday, 12 August
eligible to attend and participate in the General Meeting and to vote thereat,
by close of trade on
Forms of Proxy (grey) in respect of the General Meeting to be lodged at the Tuesday, 16 August
Transfer Secretaries, preferably by 10h00 on
General Meeting held at 10h00 on Thursday, 18 August
Results of the General Meeting published on SENS on Thursday, 18 August
Change of Name special resolution lodged with CIPC for registration Tuesday, 23 August
Change of Name finalisation announcement published on Tuesday, 6 September
Fulfilment of suspensive conditions Tuesday, 6 September
Last day to trade prior to Change of Name Tuesday, 13 September
Termination date for trading under the name “Tsogo Sun Hotels Limited” and Wednesday, 14 September
commencement of trading under “Southern Sun Limited” under the JSE share
code “SSU”, ISIN ZAE000272522 from commencement of trade on
Record date for Change of Name Friday, 16 September
Issue of new securities. Certificates posted/CSDPs and brokers updated Monday, 19 September
Notes:
1. The above dates and times are subject to amendment at the discretion of Tsogo Sun Hotels. Any such amendment will be
released on SENS, to the extent required.
2. Shareholders should note that as transactions in Shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three South African Business Days after such trade. Therefore, Shareholders who acquire
Shares after close of trade on Monday, 8 August 2022 will not be eligible to attend, participate in and vote at the General
Meeting.
3. Share certificates may not be dematerialised or rematerialised after the last day to trade prior to the Change of Name being
Tuesday, 13 September 2022.
4. All dates and times indicated above are South African Standard Time.
Fourways
20 July 2022
Sponsor
Investec Bank Limited
Legal advisor
ENSafrica
Independent Expert
Merchantec Capital
Independent Reporting Accountant
PricewaterhouseCoopers Inc
Date: 20-07-2022 03:43:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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