Wrap Text
Joint announcement – Posting of the Category 1 Circular, Combined Offer Circular and Notices of General Meetings
HOSPITALITY PROPERTY FUND LIMITED TSOGO SUN HOTELS LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06) (Registration number 2002/006356/06)
Company code: HPAI JSE share code: TGO
(Approved as a REIT by the JSE) ISIN: ZAE000272522
JSE share code: HPB (“Tsogo Sun Hotels”)
ISIN: ZAE000214656
(“Hospitality”)
JOINT ANNOUNCEMENT – POSTING OF THE CATEGORY 1 CIRCULAR, COMBINED OFFER CIRCULAR AND NOTICES
OF GENERAL MEETINGS
1. BACKGROUND
Shareholders of Hospitality and Tsogo Sun Hotels are referred to the joint firm intention announcement released on SENS
on 7 October 2020 regarding the firm intention by Tsogo Sun Hotels to acquire all of the Hospitality shares other than those
held by Tsogo Sun Hotels and its subsidiaries and treasury shares, by way of:
• scheme of arrangement in terms of section 114(1) read with section 115 of the Companies Act, proposed by the board
of directors of Hospitality to the shareholders of Hospitality (“Hospitality Shareholders”) (“Scheme”);
• if the Scheme fails to be implemented in accordance with its terms, a general offer by Tsogo Sun Hotels to the Hospitality
Shareholders in terms of sections 117(1)(c)(v) of the Companies Act and paragraphs 1.15(c) of section 1 of the Listings
Requirements (“General Offer”); and
• the delisting of all Hospitality shares from the main board of the JSE pursuant to the implementation of the Scheme or,
if the Scheme fails, pursuant to the delisting resolution being approved and the General Offer being implemented.
(collectively, the “Offer”)
2. POSTING OF THE CATEGORY 1 CIRCULAR AND NOTICE OF GENERAL MEETING TO TSOGO SUN HOTELS
SHAREHOLDERS
Shareholders of Tsogo Sun Hotels (“Tsogo Sun Hotels Shareholders”) are advised that Tsogo Sun Hotels has, on
Wednesday, 21 October 2020 posted a circular to Tsogo Sun Hotels Shareholders relating to the approval of the Offer, such
Offer constituting a Category 1 Transaction in respect of Tsogo Sun Hotels in terms of the JSE Listings Requirements
(“Category 1 Circular”). The Category 1 Circular contains a notice convening a general meeting of Tsogo Sun Hotels
Shareholders to be held in electronic format at 10:30 on Thursday, 19 November 2020 to consider and, if deemed fit, pass
the resolutions required to approve and implement the Offer (“Tsogo Sun Hotels General Meeting”).
Copies of the Category 1 Circular will be available for inspection by Tsogo Sun Hotels Shareholders during normal business
hours at the registered office of Tsogo Sun Hotels and online at www.tsogosun.com/investors/circulars/2021.
3. POSTING OF THE COMBINED OFFER CIRCULAR AND NOTICE OF THE GENERAL MEETING TO HOSPITALITY
SHAREHOLDERS
Hospitality Shareholders are advised that Hospitality has, on Wednesday, 21 October 2020 posted a combined offer circular
to Hospitality Shareholders (“Offer Circular”). The Offer Circular contains a notice convening a general meeting of Hospitality
Shareholders to be held in electronic format at 11:00 on Thursday, 19 November 2020 to consider and, if deemed fit, pass
the resolutions required to implement the Offer (“Hospitality General Meeting”).
Copies of the Offer Circular will be available for inspection during normal business hours at the registered office of Hospitality,
and online at http://www.hpf.co.za/investors/regulatory-documents
4. SALIENT DATES AND TIMES
2020
Record date to determine which Hospitality Shareholders are eligible to receive the Offer Friday, 16 October
Circular and which Tsogo Sun Hotels Shareholders are eligible to receive the Category 1
Circular
Category 1 Circular posted to Tsogo Sun Hotels Shareholders and notice convening the Wednesday, 21 October
Tsogo Sun Hotels General Meeting published on SENS on
Offer Circular posted to Hospitality Shareholders and notice convening the Hospitality Wednesday, 21 October
General Meeting published on SENS on
Notice of posting of the Offer Circular and notice of Hospitality General Meeting published Thursday, 22 October
in the South African press
Scheme and General Offer Opening Date at 09:00 on Thursday, 22 October
Last day to trade Tsogo Sun Hotels shares in order to be recorded in the Tsogo Sun Tuesday, 10 November
Hotels register to vote at the Tsogo Sun Hotels General Meeting
Last day to trade Hospitality shares in order to be recorded in the Hospitality register to Tuesday, 10 November
vote at the Hospitality General Meeting
Record date for a Tsogo Sun Hotels Shareholders to be recorded in the register in order Friday, 13 November
to be eligible to attend and participate in the Tsogo Sun Hotels General Meeting and
attend, participate and to vote, by close of trade on
Record date for Hospitality Shareholders to be recorded in the register in order to be Friday, 13 November
eligible to attend, participate and vote at the Hospitality General Meeting, by close of
trade on
Forms of proxy in respect of the Tsogo Sun Hotels General Meeting to be lodged Tuesday, 17 November
preferably by 10:30 on
Forms of proxy in respect of the Hospitality General Meeting to be lodged preferably by Tuesday, 17 November
11:00 on
Last date for Hospitality Shareholders to give notice to Hospitality of their objections to Thursday, 19 November
the special resolution approving the Scheme in terms of section 164(3) of the Companies
Act by no later than 11:00 on
Tsogo Sun Hotels General Meeting to be held at 10:30 on Thursday, 19 November
Hospitality General Meeting to be held at 11:00 on Thursday, 19 November
Results of the Tsogo Sun Hotels General Meeting and Hospitality General Meeting Thursday, 19 November
released on SENS on or about
If the Scheme is approved by Hospitality Shareholders at the Hospitality General
Meeting:
Last day for Hospitality Shareholders who voted against the Scheme to require Hospitality Thursday, 26 November
to seek court approval for the Scheme in terms of section 115(3)(a) of the Companies
Act, if at least 15% of the total votes of Hospitality Shareholders at the Hospitality General
Meeting were exercised against the Scheme on
Last date on which Hospitality Shareholders who voted against the Scheme to be granted Thursday, 3 December
leave by a court for a review of the Scheme in terms of section 115(3)(b) of the
Companies Act if the special resolution approving the Scheme is approved by Hospitality
Shareholders at the Hospitality General Meeting (where applicable) on
Last date for Hospitality to give notice of adoption of the special resolution approving the Thursday, 3 December
Scheme to dissenting Hospitality Shareholders in accordance with section 164(4) of the
Companies Act on
The following dates assume that no court approval or review of the Scheme is
required and will be confirmed in the finalisation announcement if the Scheme
becomes unconditional
Expected finalisation announcement with regard to the Scheme published on SENS Friday, 4 December
(assuming no Hospitality Shareholder exercises their right in terms of section 115(3)(a) or
section 115(3)(b) of the Companies Act) by 11:00
Expected last day to trade, being the last day to trade Hospitality shares on the JSE in Monday, 14 December
order to participate in the Scheme
Expected suspension of listing of Hospitality shares on the JSE at the commencement of Tuesday, 15 December
trade
Announcement released on SENS by 11:00 in respect of the cash payment applicable to Thursday, 17 December
fractional entitlements to the Scheme consideration, based on the VWAP of a Tsogo Sun
Hotels share traded on the JSE on Wednesday, 9 December 2020, discounted by 10%,
on
Expected Scheme consideration record date, being the date on which scheme Friday, 18 December
participants must be recorded in the Hospitality register to receive the Scheme
consideration, by close of trade. Expected scheme closing date.
Expected Scheme implementation date on or about Monday, 21 December
Expected date of payment of the Scheme consideration and fractional entitlements on or
about Monday, 21 December
Scheme participants expected to have their accounts (held at their CSDP or Broker)
credited with the Scheme consideration on or about Monday, 21 December
Expected date for termination of the listing of Hospitality shares in terms of the Scheme at Tuesday, 22 December
the commencement of trade on the JSE
If the Scheme does not become unconditional and the General Offer is
implemented:
General Offer declared wholly unconditional Thursday, 19 November
Expected finalisation announcement published on SENS by 11:00 Friday, 27 November
Expected last day to trade to take up the General Offer Tuesday, 8 December
Expected General Offer record date Friday, 11 December
Expected General Offer closing date. Forms to be submitted by 12:00 Friday, 11 December
Last date on which General Offer participants are expected to have their accounts with Monday, 14 December
their Broker or CSDP credited with the general offer consideration on or about
Expected last General Offer payment date Monday, 14 December
Expected termination of the listing of the Hospitality shares at commencement of trade on Tuesday, 15 December
the JSE
Fourways
21 October 2020
Financial adviser to Tsogo Sun Hotels
Investec Bank Limited
Legal adviser to Tsogo Sun Hotels and Hospitality
Edward Nathan Sonnenbergs Incorporated
Sponsor to Tsogo Sun Hotels and Transaction Sponsor to Hospitality
Investec Bank Limited
Date: 21-10-2020 05:50:00
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