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Report on proceedings at the general meetings of shareholders and debenture holders
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
("Hospitality" or "the Company")
REPORT ON PROCEEDINGS AT THE GENERAL MEETINGS OF SHAREHOLDERS AND
DEBENTURE HOLDERS
Unitholders are advised that at the adjourned general meetings
(the meetings) of the shareholders and debenture holders of
Hospitality, held today, 21 August 2015, in order to approve
resolutions in relation to the capital restructure of the Company
as set out in the Circular to unitholders, issued by the Company
on 1 July 2015, all the ordinary and special resolutions proposed
at the meeting were approved by the requisite majority of votes.
Although combined meetings were held of the holders of A and B
Shares and A and B Debentures respectively, the quorum for each
meeting was determined and voting took place as if they were
separate meetings of each class of shareholders and debenture
holders and votes were counted separately in respect of each
class.
In this regard, Hospitality confirms the voting statistics from
the meetings as follows:
A SHAREHOLDERS VOTES AT THE GENERAL MEETING OF SHAREHOLDERS
Number of securities Total issued capital Percentage securities
voted voted
110,156,447 144,285,503 76%
Votes carried disclosed Securities
as a percentage in abstained
relation to the total disclosed as a
number of securities percentage in
voted at the meeting relation to the
total issued
For Against capital
1. Special Resolution Number
1: Approval for the
Substitution by way of a 109,983,345 - 173,102
scheme of arrangement in 100% 0.11997%
terms of sections 114 and
115 of the Companies Act
2. Special Resolution Number
2: Approval for the
cancellation of the 109,983,345 - 173,102
200 000 000 A Shares and the 100% 0.11997%
200 000 000 B Shares
*3. Special Resolution
Number 3: Approval for the
creation of 200 000 000 109,983,345 - 173,102
authorised no par value A 100% 0.11997%
Shares and 200 000 000 no
par value B Shares
4. Special Resolution Number
4: Approval for the
abrogation of the existing 109,983,345 - 173,102
MOI in its entirety and the 100% 0.11997%
adoption of the New MOI
5. Special Resolution Number
5: General authority to 108,250,485 1,732,860 173,102
acquire shares 98.42443% 1.57557% 0.11997%
6. Ordinary Resolution
Number 1: General authority 104,525,162 5,458,183 173,102
to acquire securities 95.03726% 4.96274% 0.11997%
7. Ordinary resolution
number 2: General 109,983,345 - 173,102
authorising resolution 100% 0.11997%
B SHAREHOLDERS VOTES AT THE GENERAL MEETING OF SHAREHOLDERS
Number of securities Total issued capital Percentage securities
voted voted
122,114,995 144,285,503 85%
Votes carried disclosed Securities
as a percentage in abstained
relation to the total disclosed as a
number of securities percentage in
voted at the meeting relation to the
total issued
For Against capital
1. Special Resolution Number
1: Approval for the
Substitution by way of a 105,478,497 16,211,308 425,190
scheme of arrangement in 86.67817% 13.32183% 0.29469%
terms of sections 114 and
115 of the Companies Act
2. Special Resolution Number
2: Approval for the
cancellation of the 105,478,497 16,211,308 425,190
200 000 000 A Shares and the 86.67817% 13.32183% 0.29469%
200 000 000 B Shares
*3. Special Resolution
Number 3: Approval for the
creation of 200 000 000 105,478,497 16,211,308 425,190
authorised no par value A 86.67817% 13.32183% 0.29469%
Shares and 200 000 000 no
par value B Shares
4. Special Resolution Number 105,478,497 16,211,308 425,190
4: Approval for the 86.67817% 13.32183% 0.29469%
abrogation of the existing
MOI in its entirety and the
adoption of the New MOI
5. Special Resolution Number
5: General authority to 111,485,663 10,204,142 425,190
acquire shares 91.61463% 8.38537% 0.29469%
6. Ordinary Resolution
Number 1: General authority 104,874,797 16,815,008 425,190
to acquire securities 86.18207% 13.81793% 0.29469%
7. Ordinary resolution
number 2: General 110,881,963 10,807,842 425,190
authorising resolution 91.11853% 8.88147% 0.29469%
A DEBENTURE HOLDERS VOTES AT THE GENERAL MEETING OF DEBENTURE HOLDERS
Number of securities Total issued capital Percentage securities
voted voted
101,619,701 144,285,503 70%
Votes carried disclosed Securities
as a percentage in abstained
relation to the total disclosed as a
number of securities percentage in
voted at the meeting relation to the
total issued
For Against capital
1. Special Resolution Number
1: Approval for the
Substitution by way of a 101,446,599 - 173,102
scheme of arrangement in 100% 0.11997%
terms of sections 114 and
115 of the Companies Act
*2. Special Resolution
Number 2: Approval for the
creation of 200 000 000
authorised no par value A
Shares and 200 000 000 no 101,446,599 - 173,102
par value B shares and 100% 0.11997%
cancellation of 200 000 000
authorised A shares and
200 000 000 authorised B
shares
3. Ordinary resolution
number 1: General 101,348,099 98,500 173,102
authorising resolution 99.90290% 0.09710% 0.11997%
B DEBENTURE HOLDERS VOTES AT THE GENERAL MEETING OF DEBENTURE HOLDERS
Number of securities Total issued capital Percentage securities
voted voted
118,066,317 144,285,503 82%
Votes carried disclosed Securities
as a percentage in abstained
relation to the total disclosed as a
number of securities percentage in
voted at the meeting relation to the
total issued
For Against capital
1. Special Resolution Number
1: Approval for the
Substitution by way of a 100,283,991 17,357,136 425,190
scheme of arrangement in 85.24569% 14.75431% 0.29469%
terms of sections 114 and
115 of the Companies Act
*2. Special Resolution
Number 2: Approval for the
creation of 200 000 000
authorised no par value A
Shares and 200 000 000 no 100,283,991 17,357,136 425,190
par value B shares and 85.24569% 14.75431% 0.29469%
cancellation of 200 000 000
authorised A shares and
200 000 000 authorised B
shares
3. Ordinary resolution
number 1: General 99,971,199 17,669,928 425,190
authorising resolution 84.97980% 15.02020% 0.29469%
* Special resolutions were modified at the general meeting by
reducing the number of new no par value A and B shares from
300 000 000 to 200 000 000 respectively.
The special resolution/s are, where necessary, in the process of
being lodged for filing by the Companies and Intellectual Property
Commission.
Linked unitholders representing 2.8% of the total issued linked
units gave notice under section 164(3) of the Companies Act, 2008,
objecting to the resolutions and may potentially exercise their
appraisal rights in terms of section 164 of the Act. The Board of
Hospitality however unanimously agreed to waive the condition
precedent, per clause 9.1.3 of the Circular.
Johannesburg
21 August 2015
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Corporate law and tax advisor and trustee for the debenture
holders
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