HOSPITALITY PROPERTY FUND LIMITED - Further cautionary announcement

Further cautionary announcement

HOSPITALITY PROPERTY FUND LIMITED
(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”)

FURTHER CAUTIONARY ANNOUNCEMENT

Hospitality linked unitholders are referred to the cautionary announcement released on SENS on
17 August 2015 relating to the proposed restructure of the Company’s linked unit capital to a share only
structure. As part of resultant engagements with certain unitholders, Hospitality also participated in
discussions on an appropriate swap ratio for a conversion of its share capital into a single class of shares. On
the basis of those discussions, indications are that, in the context of a potential corporate transaction, there will
be support for a swap ratio of one A share for every 3.5 B shares.

Hospitality linked unitholders were also advised that Hospitality was in discussions with Tsogo Sun Holdings
Limited (“Tsogo Sun”) in relation to a potential transaction between Tsogo Sun and Hospitality. The potential
transaction being discussed involves the injection into Hospitality of a select portfolio of hotel assets in return
for shares in Hospitality which, at the time of implementation of the transaction, the parties envisage will
constitute a single class of shares (as opposed to the current A and B structure).

Linked unitholders are cautioned that discussions are at a very preliminary phase and there is no certainty that
either the capital conversion or the potential transaction with Tsogo Sun will take place.

In the circumstances, Hospitality linked unitholders are advised to continue to exercise caution when trading
in their Hospitality linked units until a further announcement is made in relation to the potential conversion of
Hospitality’s share capital to a single class of shares and/or the potential transaction with Tsogo Sun.


25 August 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)

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