HOSPITALITY PROPERTY FUND LIMITED - Hospitality/Tsogo - Update in respect of the proposed transaction between Tsogo and Hospitality

Hospitality/Tsogo - Update in respect of the proposed transaction between Tsogo and Hospitality

TSOGO SUN HOLDINGS LIMITED                                HOSPITALITY PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)            (Incorporated in the Republic of South Africa)
Registration number 1989/002108/06                        Registration number 2005/014211/06
Share code: TSH                                           Share code for A shares: HPA
ISIN: ZAE000156238                                        ISIN for A shares: ZAE000203022
(“Tsogo”)                                                 Share code for B shares: HPB
                                                          ISIN for B shares: ZAE000203030
                                                          (Approved as a REIT by the JSE)
                                                          (“Hospitality”)




        UPDATE IN RESPECT OF THE PROPOSED TRANSACTION BETWEEN TSOGO AND
         HOSPITALITY AND FURTHER HOSPITALITY CAUTIONARY ANNOUNCEMENT


Further to the recent Hospitality cautionary announcements, the latest of which was released on SENS on
6 October 2015, Tsogo and Hospitality shareholders are advised that in principle agreement has been reached on
most of the key commercial terms of a transaction in terms of which:

    -    Hospitality will convert its dual-class share capital structure to a single-class share capital structure,
         based on a swap ratio of 3.5 B ordinary shares for every 1 A ordinary share; and
    -    Hospitality will (directly or through the acquisition of a subsidiary) acquire a portfolio of 10 hotel
         properties detailed below (the “Tsogo portfolio”) from the Tsogo group in exchange for the issue of
         Hospitality ordinary shares to a Tsogo group company,

(together, the “transaction”), such that the Tsogo group will hold more than 50% of Hospitality’s ordinary
shares in issue after the implementation of the transaction (taking into account the Tsogo group’s existing
holding of 78.3 million Hospitality B shares as well as the shares issued in consideration for the Tsogo
portfolio). The final terms of the transaction remain subject to review by the Hospitality board of directors for
approval and recommendation to shareholders of Hospitality, as well as the conclusion of formal written
agreements (and will in addition be conditional on receipt of all requisite regulatory and Hospitality shareholder
approvals).

The Tsogo portfolio comprises Garden Court South Beach; Garden Court O.R.Tambo; Garden Court Milpark;
Garden Court Polokwane; Stay Easy Century City; Garden Court Kimberley; Southern Sun Newlands; Stay
Easy Rustenburg; Southern Sun Bloemfontein and Sun Square Cape Town. Each of the properties will be
subject to a long term fixed and variable lease, a management contract and a licence agreement in respect of the
hotel brand with subsidiaries of Tsogo.

Hospitality shareholders are advised to continue to exercise caution when trading in their Hospitality shares until
a further detailed announcement is made.


18 November 2015

Corporate advisor and transaction sponsor to Tsogo
Investec Bank Limited

Corporate law advisor to Tsogo
Tabacks
Sponsor to Tsogo
Deutsche Securities (SA) Proprietary Limited

Corporate advisor and transaction sponsor to Hospitality
Java Capital

Corporate law and tax advisor to Hospitality
ENS Africa

Sponsor to Hospitality
Rand Merchant Bank (A division of FirstRand Bank Limited)

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