TSOGO SUN HOLDINGS LIMITED - HOSPITALITY/Tsogo Sun to acquire control of Hospitality - announcement of effective date and appointment of dir

Release Date: 01/09/2016 12:08
Code(s): TSH HPB HPA
 
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HOSPITALITY/Tsogo Sun to acquire control of Hospitality - announcement of effective date and appointment of dir

TSOGO SUN HOLDINGS LIMITED                      HOSPITALITY PROPERTY FUND LIMITED
(Registration number 1989/002108/06)            Share code for A shares: HPA
Share code: TSH                                 ISIN for A shares: ZAE000203022
ISIN: ZAE000156238                              Share code of B shares: HPB
(“Tsogo Sun”)                                   ISIN for B shares: ZAE000203030
                                                Approved as a REIT by the JSE)
                                                (“Hospitality”)


TSOGO SUN TO ACQUIRE CONTROL OF HOSPITALITY – ANNOUNCEMENT OF EFFECTIVE
DATE AND APPOINTMENT OF DIRECTORS


1. Confirmation of the Effective Date of the Transaction

   Shareholders are referred to various announcements relating to the transaction in terms of which
   Tsogo Sun will acquire a controlling stake in Hospitality by vending a portfolio of ten hotel
   properties into Hospitality in exchange for the issue of Hospitality ordinary shares (“the
   Transaction”), the last of which was released jointly by Tsogo Sun and Hospitality on 11 August
   2016.

   Tsogo Sun and Hospitality are pleased to confirm that the effective date of the Transaction is
   1 September 2016 (the “Effective Date”).



2. Changes to the Board of Directors

   Pursuant to the implementation of the Transaction, and in accordance with paragraph 3.59 of the
   JSE Listings Requirements, the board of directors of Hospitality (the “Board”) is pleased to
   announce the appointment of John Copelyn, Zibusiso Kganyago, Laurelle McDonald (neé Fick),
   Rob Nicolella and Marcel von Aulock as non-executive directors to the Board, with effect from the
   Effective Date.

   The Board welcomes the new directors to Hospitality and looks forward to their contribution.

   A brief CV of each of the newly appointed directors can be found on pages 13 and 14 of
   Hospitality’s     Revised      Listing   Particulars     via     its    website     on
   http://www.hpf.co.za/downloads/RLP.pdf.



3. Salient dates and times

   The anticipated dates and times for the implementation of the Transaction, the restructure of
   Hospitality’s dual-class share capital structure to a single-class share capital structure (the
   “Capital Restructure”) and the payment of a clean-out dividend to Hospitality A and B
   shareholders of an aggregate amount equal to Hospitality’s distributable profit as at 31 August
   2016 (the “Clean-Out Dividend”), are summarised below. A further announcement relating to the
   finalisation of the Transaction and Capital Restructure, including final salient dates and times, will
   be released on or about 20 September 2016, pursuant to the declaration of the Clean-Out
   Dividend.

                                                                                     2016



     Effective Date                                                          Thursday, 1 September
Declaration of Clean-Out Dividend by no later than                 Tuesday, 20 September

Finalisation announcement in respect of the Capital
Restructure and Clean-Out Dividend released on the Stock
Exchange News Service of the JSE (“SENS”)                          Tuesday, 20 September

Finalisation announcement in respect of the Capital
Restructure and Clean-Out Dividend published in the press        Wednesday, 21 September

Last day to trade in Hospitality A and B shares on the JSE
prior to the Capital Restructure and in order to receive the
Clean-Out Dividend                                                 Tuesday, 27 September

Consolidation of Hospitality B shares under the existing share
code HPB and ISIN ZAE000214656, from the commencement
of trade                                                         Wednesday, 28 September

Suspension of Hospitality A shares under share code HPA and
ISIN ZAE000203022, from the commencement of trade                Wednesday, 28 September

Reclassification of Hospitality B shares as ordinary shares
under the existing share code HPB and ISIN ZAE000214656,
from the commencement of trade                                   Wednesday, 28 September

Listing and commencement of trading of 144 285 503
Hospitality ordinary 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 the commencement of trade        Wednesday, 28 September

Hospitality A and B shares start trading ex the Clean-Out
Dividend                                                         Wednesday, 28 September

Announcement on SENS of cash payment due to Hospitality
shareholders in terms of the fractional entitlement principle,
determined with reference to the weighted average traded
price of Hospitality B shares on the JSE on Wednesday, 28
September 2016, less 10%                                           Thursday, 29 September

Record date for implementation of the Capital Restructure and
participation in the Clean-Out Dividend (the “Record Date”)          Friday, 30 September

Capital Restructure becomes operative and is implemented               Monday, 3 October

Dematerialised shareholders reflected in the register on the
Record Date have their accounts updated with ordinary shares
and statements of allocation posted to shareholders holding
certificated shares (provided their documents of title have
been surrendered before 12:00 on Friday, 30 September
2016)                                                                  Monday, 3 October

Clean-Out Dividend paid to those Hospitality A and B
shareholders recorded in the register on the Record Date               Monday, 3 October

Listing of an additional 145 000 000 Hospitality ordinary
shares (the “Consideration Shares”) on the JSE, from the
commencement of trade                                                  Monday, 3 October

Consideration   Shares   issued   to   Southern   Sun   Hotels         Tuesday, 4 October
      Proprietary Limited

      Termination of listing of Hospitality A shares, from the
      commencement of trade                                                                     Tuesday, 4 October


    Notes:

      1. All dates and times are local dates and times in South Africa. While the timetable is not anticipated to change, any
         change will be announced in the finalisation announcement which will be released on SENS and published in the
         press.




Johannesburg
1 September 2016


Corporate advisor and transaction sponsor to Tsogo Sun
Investec Bank Limited

Sponsor to Tsogo Sun
Deutsche Securities (SA) Proprietary Limited

Corporate law advisor to Tsogo Sun
Tabacks

Corporate advisor and transaction sponsor to Hospitality
Java Capital

Sponsor to Hospitality
Rand Merchant Bank (A division of FirstRand Bank Limited)

Corporate law and tax advisors to Hospitality
ENS Africa

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