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TRP Waiver Proceedings
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”)
TRP WAIVER PROCEEDINGS
Shareholders are referred to the circular dated 8 March 2016 (the “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 (the “Tsogo transaction”), as well as the announcement
released on SENS on Monday, 11 April 2016 advising shareholders, inter alia, that all resolutions required to be passed by
Hospitality shareholders in order to approve the Tsogo transaction were passed by the requisite majority of shareholders at the general
meeting of Hospitality shareholders held on Monday, 11 April 2016, including the resolution waiving a mandatory offer in terms of
section 123 of the Companies Act, 71 of 2012 (the “Companies Act”) pursuant to the implementation of the Tsogo transaction
(the “waiver resolution”).
Unless otherwise defined, words defined in the circular bear the same meaning in this announcement.
As contemplated in paragraph 3.5.8 of the circular, Hospitality has informed the Takeover Regulation Panel that the waiver resolution
has been passed in terms of Regulation 86(4) of the Companies Act and has requested an exemption from the obligation of the
mandatory offerors to make a mandatory offer, as set out in the circular.
The TRP is in the process of considering the application for exemption. Hospitality will release an announcement over SENS
updating shareholders as to the outcome as soon as this has been determined.
13 April 2016
Corporate advisor and transaction sponsor to Hospitality
Java Capital
Investment bank and transaction sponsor to Tsogo
Investec Securities Bank
Corporate law and tax advisors to Hospitality
ENS AFRICA
Corporate law advisor to Tsogo
TABACKS
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