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Fully committed renounceable rights offer finalisation announcement - HPB
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”)
FULLY COMMITTED RENOUNCEABLE RIGHTS OFFER FINALISATION ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement published on SENS on Tuesday, 11 July 2017 (the
“announcement”) in respect of the proposed R1.0 billion rights offer to Hospitality shareholders (the “rights
offer”).
Shareholders are advised that the rights offer is unconditional and accordingly, will now be implemented.
2. SALIENT TERMS OF THE RIGHTS OFFER
Hospitality shareholders will be offered a total of 71 428 571 Hospitality shares (“rights offer shares”) at an issue
price of R14.00 per rights offer share (“rights offer issue price”) in the ratio of 21.76820 rights offer shares for
every 100 Hospitality shares held on the record date for the rights offer.
The JSE has granted listing for the letters of allocation and the rights offer shares on the securities exchange of the
JSE as follows:
- letters of allocation in respect of 71 428 571 rights offer shares will be listed on the JSE from Wednesday,
19 July 2017 to the close of business on Thursday, 1 August 2017, both days inclusive, under the JSE code:
HPBN and ISIN: ZAE000243994; and
- 71 428 571 rights offer shares listed on the JSE on Wednesday, 2 August 2017.
The salient dates and times of the rights offer remain the same as those published in the announcement.
3. IRREVOCABLE COMMITMENT, LETTER OF SUPPORT AND UNDERWRITE
Set out below are the names of Hospitality shareholders who have provided either an irrevocable commitment or a
letter of support to follow their rights in terms of the rights offer as at the last practical date.
% of total shares
Shareholder Number of shares eligible to participate
Souther Sun Hotels Proprietary Limited (SSH) (irrevocable 167 384 056 51.0%
commitment)
Coronation Fund Managers (letter of support) 83 718 162 25.5%
Total irrevocable commitment and letters of support 251 102 218 76.5%
In addition to SSH providing an irrevocable commitment of R510 million, SSH has agreed to underwrite a further
R235 million of the rights offer, representing their maximum underwrite commitment.
The rights offer is not conditional on a minimum subscription.
4. EXCESS APPLICATIONS
Hospitality shareholders will have the right to apply for any excess rights offer shares not taken up by other
shareholders subject to such rights being transferable upon renunciation of the letters of allocation, and any such
excess shares will be attributed equitably, taking cognisance of the number of shares and rights held by the
shareholder just prior to such allocation, including those taken up as a result of the rights offer, and the number of
excess rights applied for by such shareholder.
5. FRACTIONS
The allocation of rights offer shares will be such that shareholders will not be allocated a fraction of a rights offer
share and as such any entitlement to receive a fraction of a rights offer share which:
- is less than one-half of a rights offer share, will be rounded down to the nearest whole number; and
- is equal to or greater than one-half of a rights offer share but less than a whole rights offer share, will be
rounded up to the nearest whole number.
6. FOREIGN SHAREHOLDERS
Introduction
Foreign shareholders may be affected by the rights offer, having regard to prevailing laws in their relevant
jurisdictions. Such foreign shareholders should inform themselves about and observe any applicable legal
requirements of such jurisdiction in relation to all aspects of the rights offer circular (defined below) that may
affect them, including the rights offer. It is the responsibility of each foreign shareholder to satisfy himself as to
the full observation of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with
the rights offer, including the obtaining of any governmental, exchange or other consents or the making of any
filing which may be required, the compliance with other necessary formalities and the payment of any issue,
transfer or other taxes or other requisite payments due in such jurisdiction. The rights offer is governed by the
laws of South Africa and is subject to applicable laws and regulations, including the Exchange Control
Regulations.
Affected foreign shareholders
Any Hospitality shareholder who is in doubt as to his position with respect to the rights offer in any jurisdiction,
including, without limitation, his tax status, should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay. Foreign shareholders are reminded that they may dispose of their Hospitality
shares on or prior to the last day to trade, in which case they will not participate in the rights offer.
Foreign shareholders accordingly must take their own advice on whether they are entitled, after the rights offer, to
continue beneficially to hold any Hospitality shares distributed to them and take the appropriate action in
accordance with that advice.
Note to U.S. shareholders
The rights offer shares will not be registered with the U.S. Securities and Exchange Commission (“SEC”) under
the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws. Neither the SEC nor any U.S.
federal or state securities commission has registered, approved or disapproved the rights offer shares or passed
comment or opinion upon the accuracy or adequacy of the rights offer circular (defined below). Any
representation to the contrary is a criminal offence in the U.S.
Hospitality shareholders who are citizens or residents of the U.S. are advised that the rights offer shares have not
been and will not be registered under the U.S. Securities Exchange Act of 1934, as amended.
Sale of rights
It is the responsibility of any person outside the common monetary area (including, without limitation, nominees,
agents and trustees for such persons) receiving the rights offer circular (defined below) and wishing to take up
rights offer shares under the rights offer, to satisfy themselves as to full observance of the applicable laws of any
relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite
formalities and paying any issue, transfer or other taxes due in such territories.
If a premium can be obtained over the expenses of the sale, the rights of Hospitality shareholders in the
jurisdictions in which it is illegal to make an offer will be sold by the transfer secretaries on the JSE for the
benefit of such Hospitality shareholders, in accordance with this section. Any premium over the expenses of the
sale of the rights of Hospitality shareholders in these jurisdictions (including applicable taxes, brokerage fees and
commissions) shall be remitted to such Hospitality shareholders.
None of Hospitality, the transfer secretaries or any broker appointed by them or Hospitality, will have any
obligation or be responsible for any loss or damage whatsoever in relation to, or arising out of, the timing of such
sales or the remittance of the net proceeds of such sales.
7. CIRCULAR
Further details of the rights offer will be set out in the circular to Hospitality shareholders (“the rights offer
circular”) which is expected to be posted to certificated shareholders on Thursday, 20 July 2017 and to
dematerialised shareholders on who have elected to receive documents in hard copy on Tuesday, 25 July 2017.
The rights offer circular will be made available on Hospitality’s website (www.hpf.co.za) from Tuesday,
18 July 2017.
13 July 2017
Corporate advisor and sponsor
Java Capital
Date: 13/07/2017 02:02:00 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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