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Results of general meeting
HOSPITALITY PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
JSE share code: HPA ISIN: ZAE000203022
JSE share code: HPB ISIN: ZAE000203030
(Approved as a REIT by the JSE)
(“Hospitality” or “the company”)
RESULTS OF GENERAL MEETINGS
Shareholders are referred to the announcement released on SENS on 8 March 2016, wherein they were advised that Hospitality had
posted the following circulars 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”); and
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”),
(together, the “transactions”).
Unless otherwise defined, words defined in the above circulars bear the same meaning in this announcement.
Shareholders are advised that:
- at the general meeting of Hospitality A shareholders held on Monday, 11 April 2016 (“general meeting of
A shareholders”), all resolutions required to be passed by Hospitality A shareholders in order to approve the capital
restructure were passed by the requisite majority of shareholders;
- at the general meeting of Hospitality B shareholders held on Monday, 11 April 2016 (“general meeting of
B shareholders”), all resolutions required to be passed by Hospitality B shareholders in order to approve the capital
restructure were passed by the requisite majority of shareholders;
- at the general meeting of Hospitality shareholders held on Monday, 11 April 2016 (“combined general meeting
relating to the capital restructure”), all resolutions required to be passed by Hospitality shareholders in order to
approve the capital restructure were passed by the requisite majority of shareholders; and
- at the general meeting of Hospitality shareholders held on Monday, 11 April 2016 (“combined general meeting
relating to the Tsogo transaction”), all resolutions required to be passed by Hospitality shareholders in order to
approve the Tsogo transaction were passed by the requisite majority of shareholders.
Details of the results of voting at the general meeting of A shareholders are as follows:
- total number of Hospitality A shares that could have been voted at the general meeting of A shareholders: 144 285 503; and
- total number of Hospitality A shares that were present/represented at the general meeting of A shareholders: 131 639 473
(being 91.23541% of the total number of Hospitality A shares that could have been voted at the meeting).
A shareholder special resolution number 1: Approval of the consolidation
A shares voted* For Against Abstentions
131 639 473, being 91.23541% 115 734 638, being 87.91788% 15 904 835, being 12.08212% -
A shareholder special resolution number 2: Approval of the conversion by way of a scheme of arrangement in terms of sections 114
and 115 of the Companies Act
A shares voted* For Against Abstentions
131 639 473, being 91.23541% 115 734 638, being 87.91788% 15 904 835, being 12.08212% -
A shareholder special resolution number 3: Approval of the reclassification of B shares and increase of authorised share capital
A shares voted* For Against Abstentions
131 639 473, being 91.23541% 115 734 638, being 87.91788% 15 904 835, being 12.08212% -
A shareholder special resolution number 4: Approval of the abrogation of the existing MoI in its entirety and adoption of the new
MoI
A shares voted* For Against Abstentions
131 639 473, being 91.23541% 115 734 638, being 87.91788% 15 904 835, being 12.08212% -
A shareholder ordinary resolution number 1: Authority to give effect to resolutions
A shares voted* For Against Abstentions
131 639 473, being 91.23541% 115 734 638, being 87.91788% 15 904 835, being 12.08212% -
* in relation to total number of A shares in issue
Details of the results of voting at the general meeting of B shareholders are as follows:
- total number of Hospitality B shares that could have been voted at the general meeting of B shareholders: 135 965 106; and
- total number of Hospitality B shares that were present/represented at the general meeting of B shareholders: 109 160 310
(being 80.28553% of the total number of Hospitality B shares that could have been voted at the meeting).
B shareholder special resolution number 1: Approval of the consolidation
B shares voted* For Against Abstentions
109 160 310, being 75,65577% 109 160 310, being 100% - -
B shareholder special resolution number 2: Approval of the conversion
B shares voted* For Against Abstentions
109 160 310, being 75,65577% 109 160 310, being 100% - -
B shareholder special resolution number 3: Approval of the reclassification of B shares and increase of authorised share capital
B shares voted* For Against Abstentions
109 160 310, being 75,65577% 109 160 310, being 100% - -
B shareholder special resolution number 4: Approval of the abrogation of the existing MoI in its entirety and adoption of the new
MoI
B shares voted* For Against Abstentions
109 160 310, being 75,65577% 109 160 310, being 100% - -
B shareholder ordinary resolution number 1: Authority to give effect to resolutions
B shares voted* For Against Abstentions
109 160 310, being 75,65577% 109 160 310, being 100% - -
* in relation to total number of B shares in issue
Details of the results of voting at the combined general meeting relating to the capital restructure are as follows#:
- total number of Hospitality shares that could have been voted at the combined general meeting relating to the capital
restructure: 280 250 609; and
- total number of Hospitality shares that were present/represented at the combined general meeting relating to the capital
restructure: 252 254 360 (being 90.01028% of the total number of Hospitality shares that could have been voted at the
meeting).
Combined shareholder special resolution number 1: Approval of the consolidation
Shares voted* For Against Abstentions^
252 254 360, being 87.41501% 236 858 542, being 93.89671% 15 395 818, being 6.10329% -
Combined shareholder special resolution number 2: Approval of the conversion
Shares voted* For Against Abstentions^
252 254 360, being 87.41501% 236 858 542, being 93.89671% 15 395 818, being 6.10329% -
Combined shareholder special resolution number 3: Approval of the reclassification of B shares and increase of authorised share
capital
Shares voted* For Against Abstentions^
252 254 360, being 87.41501% 236 858 542, being 93.89671% 15 395 818, being 6.10329% -
Combined shareholder special resolution number 4: Approval of the abrogation of the existing MoI in its entirety and adoption of
the new MoI
Shares voted* For Against Abstentions^
252 254 360, being 87.41501% 236 858 542, being 93.89671% 15 395 818, being 6.10329% -
Combined shareholder special resolution number 5: General authority to acquire securities
Shares voted* For Against Abstentions^
252 254 360, being 87.41501% 236 858 542, being 93.89671% 15 395 818, being 6.10329% -
Combined shareholder ordinary resolution number 1: General authority to allot and issue authorised but unissued securities
Shares voted* For Against Abstentions^
250 054 360, being 86.65262% 234 622 273, being 93.82851% 15 432 087, being 6.17149 2 200 000, being 0.76238%
Combined shareholder ordinary resolution number 2: Authority to issue shares to SSH#
Shares voted* For Against Abstentions^
171 710 164, being 59.50361% 156 287 346, being 91.01811% 15 422 818, being 8.98189% 2 200 000, being 0.76238%
Combined shareholder ordinary resolution number 3: Authority to give effect to resolutions
Shares voted* For Against Abstentions^
252 254 360, being 87.41501% 236 858 542, being 93.89671% 15 395 818, being 6.10329% -
* A and B shares excluding abstentions, in relation to total number of A and B shares in issue
^ in relation to total number of A and B shares in issue
#
78 344 196 B shares held by SSH were not entitled to vote on combined shareholder ordinary resolution number 2. Accordingly, the
total number of shares that could have been voted in relation to combined shareholder ordinary resolution number 2 was 201 906 413.
Details of the results of voting at the combined general meeting relating to the Tsogo transaction are as follows:
- total number of Hospitality shares that could have been voted at the combined general meeting relating to the Tsogo
transaction: 280 250 609#; and
- total number of Hospitality shares that were present/represented at the combined general meeting relating to the Tsogo
transaction: 229 826 362 (being 82.00744% of the total number of Hospitality shares that could have been voted at the
meeting).
Combined shareholder ordinary resolution number 1: The transaction#
Shares voted* For Against Abstentions
151 482 166, being 52.49400% 134 703 914, being 88.92394% 16 778 252, being 11.07606% -
Combined shareholder special resolution number 1: The allotment and issue of the Hospitality ordinary shares pursuant to the
transaction
Shares voted* For Against Abstentions
229 826 362, being 79.64292% 213 048 110, being 92.69960% 16 778 252, being 7.30040% -
Combined shareholder ordinary resolution number 2: Waiver of mandatory offer
Shares voted* For Against Abstentions
151 482 166, being 52.49400% 134 703 914, being 88.92394% 16 778 252, being 11.07606% -
Combined shareholder ordinary resolution number 3: Election of John Copelyn
Shares voted* For Against Abstentions
229 826 362, being 79.64292% 213 038 841, being 92.69556% 16 787 521, being 7.30444%
Combined shareholder ordinary resolution number 4: Election of Rob Nicolella
Shares voted* For Against Abstentions
229 826 362, being 79.64292% 213 038 841, being 92.69556% 16 787 521, being 7.30444% -
Combined shareholder ordinary resolution number 5: Election of Marcel von Aulock
Shares voted* For Against Abstentions
229 826 362, being 79.64292% 213 038 841, being 92.69556% 16 787 521, being 7.30444% -
Combined shareholder ordinary resolution number 6: Election of Laurelle Fick
Shares voted* For Against Abstentions
229 826 362, being 79.64292% 213 038 841, being 92.69556% 16 787 521, being 7.30444% -
Combined shareholder ordinary resolution number 7: Election of Zibusiso Kganyago
Shares voted* For Against Abstentions
229 826 362, being 79.64292% 213 038 841, being 92.69556% 16 787 521, being 7.30444% -
Combined shareholder ordinary resolution number 8: General authority
Shares voted* For Against Abstentions
229 826 362, being 79.64292% 213 048 110, being 92.69960% 16 778 252, being 7.30040% -
* in relation to total number of A and B shares in issue
#
78 344 196 B shares held by SSH were not entitled to vote on combined shareholder ordinary resolution number 1 and combined
shareholder ordinary resolution number 2. Accordingly, the total number of shares that could have been voted in relation to
combined shareholder ordinary resolution number 1 and combined shareholder ordinary resolution number 2 was 210 226 810.
The capital restructure remains subject to, inter alia:
- confirmation by CIPC that it has placed on file all relevant documents to effect the capital restructure;
- all applicable regulatory and statutory approvals being obtained, including but not limited to receipt of the requisite compliance
certificate from the TRP; and
- all conditions precedent to the Tsogo transaction being duly fulfilled or, if applicable, waived in accordance with its terms,
save for any condition precedent to the Tsogo transaction in terms of which the conditions precedent to the capital restructure
are required to be fulfilled or waived.
The Tsogo transaction remains subject to, inter alia:
- all applicable regulatory and statutory approvals being obtained, including but not limited to receipt of the approval of the
Competition Authorities and the TRP; and
- all conditions precedent to the capital restructure being duly fulfilled or, if applicable, waived in accordance with its terms,
save for any condition precedent to the capital restructure in terms of which the conditions precedent to the Tsogo transaction
are required to be fulfilled or waived.
A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding conditions
precedent to the transactions at the appropriate time/s.
11 April 2016
Corporate advisor and transaction sponsor to Hospitality
Java Capital
Investment bank and transaction sponsor to Tsogo
Investec Specialist Bank
Corporate law and tax advisors to Hospitality
ENS Africa
Corporate law advisor to Tsogo
TABACKS
Date: 11/04/2016 05:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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