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Posting of circular and revised listing particulars, change of name and notice of general meeting
HOSPITALITY PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
JSE share code: HPB ISIN: ZAE000214656
(Approved as a REIT by the JSE)
(“Hospitality” or “the company”)
ACQUISITION OF A PORTFOLIO OF HOTELS FROM TSOGO AND CHANGE OF NAME: POSTING OF CIRCULAR, REVISED LISTING PARTICULARS AND
NOTICE OF GENERAL MEETING
Further to the joint announcement released by Hospitality and Tsogo Sun Holdings Limited (“Tsogo”) on SENS on 18 May 2017,
Hospitality shareholders are advised that the company has, on Friday, 9 June 2017, posted the following documents to shareholders:
- A circular relating to the proposed acquisition by Hospitality from Southern Sun Hotels Proprietary Limited of the entire
issued share capital of The Cullinan Hotel Proprietary Limited and Merway Fifth Investments (all of which are wholly-
owned subsidiaries of Tsogo), which owns a portfolio of 29 hotel properties, for an aggregate purchase consideration of
R3.47 billion (the “transaction”) and the change of name of the company from “Hospitality Property Fund Limited” to
“Tsogo Sun Property Fund Limited” (the “change of name”), which includes inter alia:
- details and financial effects of the transaction;
- details of the change of name;
- notice of a general meeting of shareholders; and
- Hospitality’s revised listings particulars.
The circular (including notice of the general meeting of shareholders, detailed below) and the revised listings particulars are
available in electronic format on the company’s website at www.hpf.co.za.
A general meeting of shareholders will be held at 11:00 on Monday, 10 July 2017 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 necessary to approve and implement the transaction and the change of name (the “general meeting”).
SALIENT DATES AND TIMES
The salient dates and times relating to the transaction are as set out below.
2017
Record date to receive the circular, incorporating the notice of general meeting Friday, 2 June
and the revised listing particulars
Circular, incorporating the notice of general meeting and the revised listing Friday, 9 June
particulars posted on
Announcement relating to the issue of the circular, incorporating the notice of
general meeting and the revised listing particulars released on SENS Friday, 9 June
Announcement relating to the issue of the circular, incorporating the notice of
general meeting and the revised listing particulars published in the press Monday, 12 June
Last day to trade in order to be eligible to participate in and vote at the general Tuesday, 27 June
meeting
Record date in order to vote at the general meeting Friday, 30 June
Last day to lodge forms of proxy for the general meeting with the transfer
secretaries, by no later than 11:00. Forms of proxy not lodged with the transfer
secretaries in time may be handed to the chairman of the general meeting
immediately before the commencement thereof. Thursday, 6 July
Clean-out dividend record date Friday, 7 July
Clean-out dividend payment date Monday, 10 July
The general meeting of Hospitality shareholders at 11:00 on Monday, 10 July
Results of the general meeting released on SENS Monday, 10 July
Results of the general meeting published in the press Tuesday, 11 July
Resolution in respect of the change of name submitted to the CIPC on Tuesday, 11 July
Transaction implementation Tuesday, 11 July
Resolution in respect of the change of name expected to be registered by the
CIPC by no later than Monday, 24 July
Expected publication of finalisation announcement in respect of the change of
name on SENS Tuesday, 25 July
Expected last day to trade on the JSE prior to the change of name being effected Tuesday, 1 August
Expected trading in new name of “Tsogo Sun Property Fund Limited” on the JSE
under the abbreviated name “Tsogo-PF”, JSE share code “TSP” and ISIN
ZAE000243903 commences on Wednesday, 2 August
Expected record date in respect of change of name Friday, 4 August
CSDP and broker accounts of dematerialised shareholders updated on Monday, 7 August
Expected date of issue of new replacement share certificates, provided that the old
share certificates have been lodged with the transfer secretaries by 12:00 on
Friday, 4 August 2017, on or about (share certificates received after this time will
be posted within 5 business days of receipt) Monday, 7 August
Notes:
1. All dates and times in this circular are local dates and times in South Africa and are subject to change. Any changes will be
released on SENS and published in the press.
2. Hospitality shareholders are referred to page 2 of the circular for information on the action required to be taken by them.
3. Share certificates in the name of Hospitality Property Fund Limited may not be dematerialised or rematerialised after
Tuesday, 1 August 2017.
4. Shareholders are reminded that shares in companies listed on the JSE can no longer be bought or sold on the JSE unless they
have been dematerialised onto the Strate system. It is therefore suggested that Hospitality certificated shareholders should
consider dematerialising their Hospitality Shares and replacing them with electronic records of ownership. In this regard,
Shareholders may contact either their own Broker or a preferred CSDP, details of which are available from Strate at
queries@strate.co.za or telephone +27 11 759 5300 or fax +27 11 759 5505.
9 June 2017
Corporate advisor and sponsor to Hospitality
Java Capital
Date: 09/06/2017 01:09:00 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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