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HOSPITALITY PROPERTY FUND LIMITED - Results of general meeting

Release Date: 23/10/2018 17:48
Code(s): HPB HPF06 HPF11 HPF08 HPF09     PDF:  
Wrap Text
Results of general meeting

(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
JSE share code: HPB         ISIN: ZAE000214656
Company code: HPAI
(Approved as a REIT by the JSE)
("Hospitality" or "the company")


Shareholders are referred to previous SENS announcements, the last of which was released on Friday,
21 September 2018, where shareholders were advised that Hospitality had posted a circular relating to the acquisition
by Hospitality, through its wholly-owned subsidiary Merway Fifth Investments Proprietary Limited, of the entire issued
share capital of Cassava Investments Proprietary Limited and Listed Investments Proprietary Limited from Tsogo Sun
Holdings Limited, which companies own seven mixed use casino precincts, for an aggregate purchase consideration of
R23 billion (the "transaction"). Shareholders are advised that at the general meeting held on Tuesday, 23 October 2018
("general meeting"), all resolutions required to approve the transaction were passed by the requisite majority of

Shareholders are referred to the notice of general meeting attached to the Hospitality circular dated 21 September 2018
("circular") for details of the various resolutions referred to below. Unless otherwise defined, words defined in the
circular bear the same meaning in this announcement.

Details of the results of the general meeting are as follows:

-    total number of Hospitality shares that could have been voted at the general meeting: 575 776 951; and
-    total number of Hospitality shares that were present/represented at the general meeting: 545 420 033 (being 94.34%
     of the Hospitality shares that could have been voted at the general meeting).

Special resolution: Authorisation to issue 30% or more of the company's ordinary shares

    Shares voted*                 For                            Against                        Abstentions
    545 420 033~                  515 164 839, being 94.45%      30 255 194, being 5.55%        159 088, being 0.03%#

Ordinary resolution 1: The transaction

    Shares voted*                 For                            Against                        Abstentions
    160 570 324~                  130 315 130, being 81.16%      30 255 194, being 18.84%       159 088, being 0.08%^

Those voting rights exercisable by SSH and its associates (being Tsogo and HCI Foundation) were excluded in
determining the number of votes in support of ordinary resolution 1. Accordingly, the total number of Hospitality shares
that could have been voted in relation to ordinary resolution 1 was 190 927 242.

Ordinary resolution 2: General authority

    Shares voted*                 For                            Against                        Abstentions
    545 420 022~                  515 164 828, being 94.45%      30 255 194, being 5.55%        159 099, being 0.03%#

~ includes 2 377 256 shares relating to dissenting shareholder rights. The exclusion of these shares does not impact the
outcome of the general meeting.
* excluding abstentions
# in relation to the total number of shares that could have been voted
^ in relation to the total number of shares that could have been voted on ordinary resolution 1

Shareholders are advised that the transaction is subject to the fulfilment or waiver, as the case may be, of certain
conditions precedent, further details of which are set out in the circular. One of the conditions precedent is the requisite
majorities of Tsogo shareholders passing all the resolutions (including those required in terms of the Listings
Requirements and the Companies Act) required to authorise and approve the transaction and its implementation. With
reference to the SENS announcement released by Tsogo on 23 October 2018, shareholders are advised that the Tsogo
general meeting to approve the transaction and its implementation has been adjourned to 09:00 on Monday,
12 November 2018. A further SENS announcement setting out the salient dates and times for the implementation of
the transaction will be released on SENS once all the outstanding conditions precedent have been fulfilled or waived,
as the case may be.

23 October 2018

Corporate advisor and sponsor
Java Capital

Date: 23/10/2018 05:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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