Wrap Text
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
structure to a share only capital structure (“the Restructure Transaction”) and the
subsequent announcements released on SENS on 1, 14 and 23 July 2015.
2. General Meetings
The general meetings of debenture holders and shareholders, convened on Thursday,
30 July 2015 (“General Meetings”) were adjourned until 20 August 2015, on motions
supported by all the voting rights exercisable at the General Meetings.
The adjourned General Meeting of Hospitality Shareholders will be reconvened at The Zone,
Phase 2, 2nd Floor, Loft Offices East Wing, Corner Oxford Road and Tyrwhitt Avenue,
Rosebank, Johannesburg on Thursday, 20 August 2015 at 10h00.
The adjourned General Meeting of Hospitality Debenture Holders will be reconvened at The
Zone, Phase 2, 2nd Floor, Loft Offices East Wing, Corner Oxford Road and Tyrwhitt Avenue,
Rosebank, Johannesburg on Thursday, 20 August 2015 at 10h30, or immediately after the
conclusion of the General Meeting of Shareholders, whichever is the later.
Linked Unitholders holding certificated linked units or holding dematerialised linked units
who have elected own-name registration who have already lodged their forms of proxy and
wish to revise their voting instructions or who have not yet lodged forms of proxy and wish
to submit their proxies for the adjourned General Meetings to be held on 20 August 2015
are requested to submit their (revised) forms of proxy to the Transfer Secretaries, namely
Computershare Investor Services (Proprietary) Limited by 10h00 on 18 August 2015.Linked
Unitholders who have already lodged their forms of proxy and do not wish to revise their
voting instructions, do not have to take any action.
Proxy forms that can be downloaded from Hospitality’s website at http://www.hpf.co.za/
downloads/REITcirc.pdf
Linked Unitholders holding dematerialised linked units who have not elected own-name
registration should provide their CSDP or broker with their instruction for voting at the
adjourned General Meetings in the manner and by the cut-off time and date stipulated in
the agreement governing their relationship, should they wish to revise their instruction for
voting or provide instruction for voting if not done previously.
3. Cautionary Announcement
Hospitality will continue to engage with Linked Unitholders on the manner in which the
Restructure Transaction impacts the rights of the different classes of Linked Unitholders.
Linked Unitholders are advised to continue exercising caution when trading in their
Hospitality linked units until a further announcement is made.
4. Salient dates and times
2015
Record date in order to be eligible to participate in and vote at the
adjourned General Meetings (“Record Date”) Friday, 14 August
Last day to lodge proxy forms in respect of the adjourned General
Meetings with the Transfer Secretaries by 10:00 on Tuesday, 18 August
Last date for Linked Unitholders objecting to the Restructure to notify
Hospitality of their objection (“Objecting Linked Unitholders”) in terms of
section 164(3) of the Act before 10:00 Thursday, 20 August
Adjourned General Meeting of Hospitality Shareholders held at 10:00 on Thursday, 20 August
Adjourned General Meeting of Hospitality Debenture Holders held at
10:30 (or immediately after the conclusion of the General Meeting of
Hospitality Shareholders) Thursday, 20 August
Results of the General Meetings and finalisation announcement released
on SENS on Thursday, 20 August
Results of the General Meetings and finalisation announcement
published in the South African press on Friday, 21 August
Hospitality to send Objecting Linked Unitholders who qualify to receive
same, notices of the adoption of the Substitution or adoption of the New
MOI in terms of section 164(4) of the Act Friday, 21 August
Last date for a Linked Unitholder who voted against the passing of the
resolutions proposing the Substitution, to require Hospitality to apply to
court for approval thereof, if 15% or more of the voting rights exercised
were against the relevant resolutions, under section 115(3)(a) of the Act Thursday, 27 August
Last date for Hospitality to apply to the court for approval of the
Substitution in the event that sufficient objections thereto are received
under section 115(3)(b) of the Act Thursday, 3 September
Last date for Objecting Hospitality Linked Unitholders who qualify to
receive notice of the adoption of the Substitution or adoption of the New
MOI in terms of section 164(4) of the Act, to deliver a written notice to
Hospitality demanding Hospitality to pay the fair value of all Hospitality
Linked Units held by such Linked Unitholders under section 164 of the
Act (see note 2) Thursday, 3 September
Expected finalisation date of the Restructure (see note 1) and
announcement released on SENS on Thursday, 10 September
Finalisation announcement released in the press on Friday, 11 September
Last date to trade in Hospitality Linked Units under the current ISIN
number at the close of business on Thursday, 17 September
Suspension of Hospitality Linked Units on the JSE under the current ISIN
number from commencement of trade Friday, 18 September
Listing of 300 000 000 No Par Value A Shares on the JSE, under share
code HPA and new ISIN number ZAE000203022 and listing of
300 000 000 No Par Value B Shares on the JSE, under share code HPB and
new ISIN number ZAE000203030, each at 09:00: Friday, 18 September
Record date for the Restructure Friday, 25 September
Termination of Hospitality Linked Units at the commencement of
business on Monday, 28 September
Updating of dematerialised Hospitality Shareholders' accounts and
posting of statements to Hospitality Shareholders who held Certificated
Linked Units prior to implementing of the Restructure Monday, 28 September
Notes:
1. The above dates and times are subject to change. Any material changes will be released on SENS
and in the South African press. It should be noted that if the Restructure is approved at the
adjourned General Meetings it is still required to be implemented through certain filings at the
CIPC. Hospitality does not have control over the timing and processes at the CIPC.
2. This date applies to Objecting Hospitality Linked Unitholders who qualify to receive notice of the
adoption of the Substitution or adoption of the New MOI in terms of section 164(4) of the Act,
who actually receive notice on Friday, 21 August 2015. The date applicable to any specific
Objecting Hospitality Linked Unitholder should be determined in terms of section 164(7).
3. All times quoted in this Circular are local times in South Africa.
4. If the General Meetings are further adjourned or postponed, proxy forms submitted for the
initial or postponed General Meetings will remain valid in respect of any further adjournment or
postponement of the General Meetings, unless such proxy forms are revoked or the proxy
appointments suspended.
5. In order to comply with the recently enacted Financial Markets Act, the No Par Value Shares may
only be issued pursuant to the Restructure in dematerialised form. Certificated Linked
Unitholders will therefore only receive statements (and not physical Documents of Title) and will
be required to appoint a CSDP or broker so that Dematerialised Shares can be made available to
them pursuant to the Restructure.
31 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: 31/07/2015 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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