Sharenet Sites 
Sharenet Sites
Update on capital restructure circular, general meetings and cautionary announcement
HOSPITALITY PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
Share code for A linked units: HPA
ISIN for A linked units: ZAE000076790
Share code of B linked units: HPB
ISIN for B linked units: ZAE000076808
(“the Company” or “the Fund”)
UPDATE ON CAPITAL RESTRUCTURE CIRCULAR, GENERAL MEETINGS AND
CAUTIONARY ANNOUNCEMENT
1. Introduction
Linked unitholders are referred to the Circular issued by the Company on 1 July
2015 (“Circular”) relating to the proposed restructure of the Company’s linked unit
capital to a share only structure (“the Restructure Transaction”), the announcement
released on SENS on 1 July 2015 and the subsequent update thereon and
cautionary released on SENS on 14 July 2015.
2. General Meetings
Following Hospitality’s continued engagement with linked unitholders on the Circular
and the manner in which linked unitholders intend to vote on the proposed
Restructure Transaction, requests have been received from linked unitholders that
the general meetings of debenture holders and shareholders convened to be held on
30 July 2015 (“General Meetings”), be adjourned (“Adjourned General Meetings”) to
allow further discussion on the manner in which the Restructure Transaction impacts
on the rights of the different classes of Linked Unitholders. It is not anticipated that
the Adjourned General Meetings will be held later than 20 August 2015.
Linked unitholders are reminded that as a result of the capital structure of Hospitality
comprising linked units, each of which comprise a share and a debenture, each
Hospitality linked unitholder is both a Hospitality shareholder and a Hospitality
debenture holder. Furthermore, the resolutions proposed to be passed at the
General Meetings are inter-conditional. Therefore, the General Meetings need to be
postponed together.
The motions to adjourn the General Meetings will, amongst others, require the
support of persons entitled to exercise a majority of the voting rights held by all the
persons who are present at the relevant meeting (in person or by proxy) at the time
and failing the necessary support being received for adjournment of the General
Meetings, the business proposed to be transacted thereat will need to proceed.
3. Implications for unitholders if the Restructure Transaction does not take place
Linked unitholders are referred to the updated announcement made on SENS on
14 July 2015 setting out additional detailed information to that contained in the
Circular on the impact to Hospitality should the conversion from a linked unit to a
share structure not be successful. This includes the following:
- If linked unitholders do not approve the Restructure Transaction then, unless
a further dispensation is granted by the JSE, the Company will not comply
with JSE REIT gearing requirement s. This will result in Hospitality’s REIT
status being withdrawn by the JSE in terms of section 13.50 of the JSE
Listings Requirements.
- The net effect of the loss of REIT status will be that Hospitality will face an
increased tax burden that will ultimately reduce distributions by the extent of
the tax payable and the reduced distributions will be subject to dividends
withholding tax. In addition, sales of property by Hospitality will no longer
enjoy the CGT exemption applicable to REITs.
4. Amendment of Special Resolution Number 3 in Notice of General Meeting of
Shareholders
Hospitality’s notice of its General Meeting of Shareholders contained in the Circular
proposes as Special Resolution Number 3 the creation of 300 000 000 no par value
A shares and 300 000 000 no par value B shares. In order to address certain linked
unitholder concerns, a motion will be put forward at the General Meetings or the
Adjourned General Meetings, as the case may be, to amend such amounts to
200 000 000 no par value A shares and 200 000 000 no par value B shares,
respectively (being the existing number of authorised par value A and B shares).
5. Amendment of Special Resolution Number 2 in Notice of General Meeting of
Debenture Holders
Hospitality’s Notice of its General Meeting of Debenture Holders contained in the
Circular proposes as special resolution number 2 the creation of 300 000 000 no par
value A shares and 300 000 000 no par value B shares and the cancellation of the
existing 200 000 000 A shares and 200 000 000 B shares. A motion will be put
forward that Special Resolution Number 2 be amended at the General Meetings or
the Adjourned General Meetings, as the case may be, to create only 200 000 000 no
par value A shares and 200 000 000 no par value B shares, respectively, and to
cancel the existing 200 000 000 A shares and 200 000 000 B shares.
6. Documentation
The Circular to linked unitholders and the Notices of General Meetings can be
downloaded from Hospitality’s website at
http://www.hpf.co.za/downloads/REITcirc.pdf
7. Cautionary Announcement
Linked unitholders are advised to continue exercising caution when trading in their
Hospitality linked units until a further announcement is made.
24 July 2015
Corporate advisor
Java Capital
Corporate law and tax advisor and trustee for Debenture Holders
ENS Africa
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 24/07/2015 08:03:00 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.
