Wrap Text
Posting of circulars, revised listing particulars and notices of general meetings
HOSPITALITY PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
JSE share codes: HPA ISIN: ZAE000203022
JSE share code: HPB ISIN: ZAE000203030
(Approved as a REIT by the JSE)
(“Hospitality” or “the company”)
ACQUISITION OF A PORTFOLIO OF HOTELS FROM TSOGO IN EXCHANGE FOR HOSPITALITY SHARES AND PROPOSED SHARE CAPITAL RESTRUCTURE:
POSTING OF CIRCULARS, REVISED LISTING PARTICULARS AND NOTICES OF GENERAL MEETINGS
Further to the joint announcement released by Hospitality and Tsogo Sun Holdings Limited (“Tsogo”) on SENS on
15 December 2015, Hospitality shareholders are advised that the company has, on Tuesday, 8 March 2016, posted the
following documents to shareholders:
1. A circular relating to the restructure of the company’s dual-class share capital structure to a single-class share
capital structure (the “capital restructure”), which includes inter alia details and financial effects of the capital
restructure and notice of general meetings of shareholders.
2. A circular relating to the acquisition by Hospitality from Southern Sun Hotels Proprietary Limited (“SSH”) of the
entire issued share capital of Fezisource Proprietary Limited, which will own ten hotel properties, in exchange for
at least 145 000 000 Hospitality ordinary shares (“Tsogo transaction”), which includes inter alia:
- details and financial effects of the Tsogo transaction;
- details of a waiver by shareholders of a mandatory offer;
- notice of a general meeting of shareholders; and
- Hospitality’s revised listings particulars.
Both circulars (including notice of the general meetings of shareholders set out below) and the revised listings
particulars are available in electronic format on the company’s website at www.hpf.co.za.
Subsequent to the finalisation of the circulars, Hospitality released its unaudited consolidated interim results for the six
months ended 31 December 2015 (the “interim results”). Shareholders are advised that the pro forma financial effects
of both the capital restructure and Tsogo transaction, based on the interim results, will be released on SENS on or before
Thursday, 31 March 2016.
The following general meetings of shareholders will be held on Monday, 11 April 2016 at Crowne Plaza JHB – The
Rosebank, corner Tyrwhitt and Sturdee Avenues, Rosebank, 2196, for the purposes of considering and, if deemed fit,
passing, with or without modification, the resolutions required to approve both the capital restructure and Tsogo
transaction:
- a general meeting of Hospitality A shareholders, to be held at 10:00 (“general meeting of A shareholders”);
- a general meeting of Hospitality B shareholders, to be held at the later of 10:10 or five minutes after the
completion, postponement or adjournment of the general meeting of A shareholders (“general meeting of B
shareholders”);
- a general meeting of all shareholders, to be held at the later of 10:20 or five minutes after the completion,
postponement or adjournment of the general meeting of B shareholders (“combined general meeting”); and
- a general meeting of all shareholders, to be held at the later of 10:30 or five minutes after the completion,
postponement or adjournment of the combined general meeting (the “Tsogo transaction meeting”),
(collectively, the “general meetings”).
SALIENT DATES AND TIMES
The salient dates and times relating to both the capital restructure and Tsogo transaction are as set out below.
2016
Record date to receive the circulars, incorporating the notices of general Friday, 26 February
meetings and revised listings particulars
Circulars, incorporating the notices of general meetings and revised listings Tuesday, 8 March
particulars, posted to shareholders
Announcement relating to the issue of the circulars released on SENS Tuesday, 8 March
Announcement relating to the issue of the circulars published in the press Wednesday, 9 March
Representation relating to the waiver of mandatory offer to be submitted to Wednesday, 23 March
the Takeover Regulation Panel (“TRP”) by no later than 17:00
Last day to trade in order to be eligible to participate in and vote at the Wednesday, 23 March
general meetings
Hospitality to release updated pro forma financial effects of both the capital Thursday, 31 March
restructure and Tsogo transaction, based on the interim results, on SENS by
no later than
Record date on which shareholders must be recorded in the register in order Friday, 1 April
to participate in and vote at the general meetings
Last day to lodge forms of proxy for the general meetings with the transfer Thursday, 7 April
secretaries, by no later than 10:00 (in respect of forms of proxy for the
general meeting of A shareholders, general meeting of B shareholders and
combined general meeting) or 10:30 (in respect of forms of proxy for the
Tsogo transaction meeting). Forms of proxy not lodged with the transfer
secretaries in time may be handed to the chairman of the relevant general
meeting immediately before the commencement thereof
Last day for shareholders objecting to the capital restructure to notify Monday, 11 April
Hospitality of their objection in terms of section 164(3) of the Companies
Act before resolutions are voted on
General meeting of A shareholders at 10:00 Monday, 11 April
General meeting of B shareholders at the later of 10:10 or five minutes after Monday, 11 April
the completion, postponement or adjournment of the general meeting of A
shareholders
Combined general meeting at the later of 10:20 or five minutes after the Monday, 11 April
completion, postponement or adjournment of the general meeting of B
shareholders
Tsogo transaction meeting at the later of 10:30 or five minutes after the Monday, 11 April
completion, postponement or adjournment of the combined general
meeting
Results of the general meetings announced on SENS Monday, 11 April
Results of the general meetings published in the press Tuesday, 12 April
Announcement regarding the TRP ruling in respect of the waiver of the Wednesday, 13 April
obligation of SSH and Tsogo to make the mandatory offer to shareholders
released on SENS
If the conversion scheme (as defined in the circular relating to the capital Monday, 18 April
restructure) was approved in terms of sections 114 and 115 of the
Companies Act by A shareholders at the general meeting of A shareholders,
but with 15% or more votes in opposition, last date on which A
shareholders who voted against the conversion scheme can require the
company to seek court approval in terms of section 115(3)(a) of the
Companies Act
Shareholders to request the Takeover Special Committee to review the TRP Wednesday, 20 April
ruling by
TRP waiver proceedings to be regarded as completed, subject to Wednesday, 20 April
shareholders not requesting a review of the TRP ruling
Last date for A shareholders who voted against the conversion scheme to Monday, 25 April
apply for leave to apply to court for a review of the conversion scheme in
terms of section 115(3)(b) of the Companies Act
Last date for Hospitality to send notice of the approval of the capital Monday, 25 April
restructure to shareholders who qualify to receive such notice in terms of
section 164(4) of the Companies Act (if any)
Last date for shareholders to deliver a written notice to the company Wednesday, 11 May
demanding that the company pay the shareholder the fair value for all of the
Hospitality shares held by that shareholder in terms of section 164(7) of the
Companies Act1
Expected date on which the Tsogo transaction becomes unconditional (save Friday, 30 September
for any condition relating to the capital restructure)2
Expected date on which the capital restructure becomes unconditional3 Monday, 17 October
Effective date of the Tsogo transaction4 Tuesday, 1 November
Declaration of the clean-out dividend to A and B shareholders by no later Friday, 18 November
than
Finalisation announcement in respect of the capital restructure to be Friday, 25 November
announced on SENS5
Finalisation announcement in respect of the capital restructure to be Monday, 28 November
published in the press
Last day to trade in A shares and B shares on the JSE prior to the capital Friday, 2 December
restructure and in order to receive the clean-out dividend
Consolidation of B shares, under the existing share code HPB and ISIN Monday, 5 December
ZAE000214656, from 09:00 on
Suspension of A shares under share code HPA and ISIN ZAE000203022 Monday, 5 December
on the JSE from 09:00 on
Reclassification of B shares as ordinary shares, under the existing share
code HPB and ISIN ZAE000214656, from 09:00 on Monday, 5 December
Listing and commencement of trading of 144 285 503 Hospitality ordinary Monday, 5 December
shares (being the former A shares, now converted to B shares and
reclassified as ordinary shares) under the existing share code HPB and ISIN
ZAE000214656, such that the total number of listed ordinary shares is
approximately 185 509 932, from 09:00
A shares and B shares commence trading ex-clean out dividend Monday, 5 December
Announcement on SENS of cash payment due to shareholders in terms of
the fractional entitlement principle, determined with reference to the
weighted average traded price of B shares on the JSE on Monday, 5
September 2016, less 10% Tuesday, 6 December
Record date on which shareholders must be recorded in the register in order
to have their account held at their CSDP or broker updated on the
implementation date of the capital restructure to reflect the number of
ordinary shares held by that shareholder (in the case of dematerialised
shareholders) or to have their documents of title in respect of both A and B
shares replaced (in the case of certificated shareholders), pursuant to the
implementation of the capital restructure Friday, 9 December
Record date on which shareholders must be recorded in the register in order
to receive the clean-out dividend Friday, 9 December
Implementation date of the capital restructure Monday, 12 December
Date dematerialised shareholders reflected in the register on the capital
restructure record date have their accounts updated with ordinary shares at
their CSDP or broker and statements of allocation posted to shareholders
holding certificated shares and reflected in the register on the record date
indicated above (provided documents of title have been surrendered by
certificated shareholders under cover of a form of surrender before 12:00
on such record date) Monday, 12 December
Termination of listing of A shares, at 09:00 Monday, 12 December
Payment of the clean-out dividend to those shareholders recorded in the
register on the record date indicated above Monday, 12 December
Listing of consideration shares to be issued to SSH pursuant to the Tsogo
transaction expected from the commencement of trade Monday, 12 December
Closing date of the Tsogo transaction Tuesday, 13 December
Notes:
1. This date applies to shareholders who objected to the capital restructure in terms of section 164(3) of the Companies
Act before 10:00 on Monday, 11 April 2016 and thereby qualify to receive notice of the adoption of the conversion
scheme and/or new MoI (as both terms are defined in the circular relating to the capital restructure) in terms of
section 164(4) of the Companies Act and who actually receive notice on Monday, 11 April 2016. The date applicable
to any specific shareholder should be determined in terms of section 164(7) of the Companies Act.
2. The Tsogo transaction is subject to the receipt of all necessary regulatory approvals, including the approval of the
transaction by the Competition Authorities. As receipt of these regulatory approvals is difficult to timetable, the
company has assumed that the Tsogo transaction will become unconditional (save for any condition relating to the
capital restructure) on 30 September 2016. Thereafter, provision has been made for the receipt of confirmation by the
Companies and Intellectual Property Commission that it has accepted and placed on file the relevant documents
required to effect the capital restructure and for the receipt of the requisite clearance certificate from the TRP, such
that the effective date of the Tsogo transaction is 1 November 2016 and the capital restructure is implemented on 12
December 2016.
3. Assuming that the TRP has issued the compliance certificate contemplated in Chapter V, Part B of the Companies
Act.
4. Assuming the last of the conditions precedent to the Tsogo transaction are fulfilled or waived (as the case may be)
during the month of October 2016.
5. The finalisation announcement in respect of the capital restructure will only be released once the clean-out dividend
has been declared by the directors.
6. Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place five business days after such trade. Therefore, shareholders who acquire Hospitality
shares after close of trade on Wednesday, 23 March 2016 will not be eligible to vote at the general meetings. Should
the proposed T+3 settlement system be implemented by the JSE, the expected last day to trade in A shares and B
shares prior to the capital restructure and in order to receive the clean-out dividend will be Tuesday, 6 December
2016.
7. All dates and times in this circular are local dates and times in South Africa and are subject to change. Any changes
will be announced on SENS and published in the press.
8 March 2016
Corporate advisor and transaction sponsor to Hospitality
Java Capital
Investment bank and transaction sponsor to Tsogo
Investec Bank Limited
Independent property valuer
JHI Advisory
Independent expert to Hospitality
MAZARS Corporate Finance (Pty) Ltd
Corporate law and tax advisors to Hospitality
ENS Africa
Corporate law advisor to Tsogo
TABACKS Attorneys and Corporate Law Advisors
Independent reporting accountants to Hospitality
KPMG Inc.
Date: 08/03/2016 04:56:00 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.
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