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Results of General Meeting and Change of Name
Tsogo Sun Hotels Limited
Incorporated in the Republic of South Africa
Registration number 2002/006356/06
Share Code: TGO ISIN: ZAE000272522
(“Tsogo Sun Hotels” or “the Company”)
RESULTS OF GENERAL MEETING AND CHANGE OF NAME
INTRODUCTION
Words and expressions defined in this announcement shall, when used below, bear the same meanings ascribed to
them in the Circular distributed to shareholders on Wednesday, 20 July 2022.
Shareholders are advised that the general meeting of Shareholders (“General Meeting”) was held electronically via
Microsoft Teams today, Thursday, 18 August 2022, in accordance with the General meeting notice relating to the
approval of the Change of Name of the Company and the Proposed Transactions constituting a Related Party
Transaction in respect of Tsogo Sun Hotels in terms of the JSE Listings Requirements, which was distributed to
Shareholders as part of the Circular. All of the binding resolutions tabled were passed by the requisite majority of
votes cast by Shareholders. The total number of shares voted in person or by proxy at the General Meeting
including abstentions was 1,347,268,287 representing 91.16 % of Tsogo Sun Hotel’s issued share capital as at
Friday, 12 August 2022, being the Record Date for shareholders voting at the General Meeting.
The voting results are as follows:
SHARES
RESOLUTION TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST NUMBER %** %**
(%) (%)
Special Resolution Number 1
Change of Name 100% 0.00% 1,347,147,023 91.15% 0.01%
Special Resolution Number 2
Amendment of the Company’s 100% 0.00% 1,347,146,004 91.15% 0.01%
Memorandum of Incorporation
Ordinary Resolution Number 1*
Approval of the Proposed 100% 0.00% 732,278,719 84.85% 0.01%
Transactions
Ordinary Resolution Number 2
Directors Authority 100% 0.00% 1,347,143,023 91.15% 0.01%
* The voting rights exercisable by TSG and it’s associates, including HCI and HCI Foundation in respect of
614,864,304 shares were excluded in determining the number of votes in support of Ordinary Resolution Number 1.
** Expressed as a percentage of 1 477 905 694 Tsogo Sun Hotels ordinary shares in issue as at the Voting Record
Date.
As all suspensive conditions to the Separation Agreement and the Hotel Sale Agreement have now been fulfilled,
the Effective Date of:
(i) the Hotel Sale Transaction and
(ii) the Separation Transaction with regards to all TSG Hotels other than Emonti
shall be 30 September 2022.
CHANGE OF NAME
Shareholders are referred to the approval of Special Resolution number 1 above regarding the proposed Change of
Name. Shareholders will be notified once the Change of Name resolution has been registered with CIPC, following
which the Company will be known as Southern Sun. The Company will retain history and the ISIN number will
remain unchanged. Following the termination date for trading under the name “Tsogo Sun Hotels Limited”, the
Company will commence trading under “Southern Sun Limited” and under the JSE share code “SSU”.
The salient dates and times relating to the Change of Name are set out below:
2022
Change of Name special resolution lodged with CIPC for registration Tuesday, 23 August
Change of Name finalisation announcement on Tuesday, 6 September
Fulfilment of suspensive conditions Tuesday, 6 September
Last day to trade prior to Change of Name Tuesday, 13 September
Termination date for trading under the name “Tsogo Sun Hotels Limited” and Wednesday, 14 September
commencement of trading under “Southern Sun Limited” under the JSE share
code “SSU”, ISIN ZAE000272522 from commencement of trade on
Record date for Change of Name Friday, 16 September
Issue of new securities. Certificates posted/CSDPs and brokers updated Monday, 19 September
Notes:
1. The above dates and times are subject to amendment at the discretion of Tsogo Sun Hotels. Any such amendment will be
released on SENS, to the extent required.
2. Share certificates may not be dematerialised or rematerialised after the last day to trade prior to the Change of Name being,
Tuesday, 13 September 2022.
3. All dates and times indicated above are South African Standard Time.
Fourways
18 August 2022
Sponsor
Investec Bank Limited
Legal Advisor
ENSafrica
Independent Expert
Merchantec Capital
Independent Reporting Accountant
PricewaterhouseCoopers Inc
Date: 18-08-2022 02:08:00
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