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Cautionary Announcement and The Unbundling of Tsogo’s Interest in Hospitality Property Fund Limited
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1973/007111/06)
(Share code: HCI ISIN: ZAE000003257)
(“HCI”) or (the “Company”)
CAUTIONARY ANNOUNCEMENT IN RESPECT OF THE PROPOSED DISPOSAL BY A
SUBSIDIARY, TSOGO SUN HOLDINGS LIMITED (“TSOGO”), OF CERTAIN CASINO,
HOTEL AND OFFICE PROPERTIES TO ITS SUBSIDIARY, HOSPITALITY PROPERTY
FUND LIMITED ("HPF") AND THE UNBUNDLING OF TSOGO’S INTEREST IN HPF
1. OVERVIEW OF THE PROPOSED TRANSACTION
Shareholders are advised that the boards of directors of Tsogo and HPF have agreed, in
principle, to the acquisition by HPF of certain of the casino precinct properties ("Properties")
currently owned by Tsogo, in consideration for the issue by HPF of new shares in HPF
("Proposed Transaction"). The Properties will be let to an indirect wholly-owned subsidiary
of Tsogo in terms of a head lease.
Tsogo intends thereafter to distribute its entire shareholding in HPF to Tsogo's shareholders,
including HCI, by way of an unbundling transaction in terms of Section 46 of the Income Tax
Act ("Unbundling"). Immediately following the Unbundling HCI will hold c.44% of the issued
share capital of HPF, net of treasury shares.
The Proposed Transaction and the Unbundling are subject to a number of conditions
precedent and regulatory approvals, including the conclusion of an agreement of which the
terms are acceptable to Tsogo and HPF (“Agreement”) and a due diligence by HPF.
2. FURTHER DETAILS AND CAUTIONARY
Shareholders are referred to the detailed SENS announcements by Tsogo and HPF for further
information on the terms of the Proposed Transaction. The full details of the Proposed
Transaction and Unbundling will be provided to Shareholders once the Agreement has been
concluded. Accordingly, shareholders should exercise caution when dealing in the Company’s
shares until a further announcement is made.
Cape Town
2 March 2018
Financial advisor and Sponsor
Investec Bank Limited
Date: 02/03/2018 05:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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