Update in respect of the Scheme of Arrangement
HOSPITALITY PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
Company code: HPAI
(Approved as a REIT by the JSE)
JSE share code: HPB
(“Hospitality” or the “Company”)
UPDATE IN RESPECT OF THE SCHEME OF ARRANGEMENT
Unless otherwise defined, all capitalised terms have the same meanings as defined in the joint offer circular issued by the
Company and Tsogo Sun Hotels, dated 21 October 2020 (“Circular”).
Hospitality shareholders (“Hospitality Shareholders”) are referred to Circular containing details of the offer by Tsogo Sun
Hotels to acquire all of the issued Hospitality shares other than those held by Tsogo Sun Hotels and its subsidiaries and
treasury shares, by way of:
• a 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 (“Scheme”); or
• 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 General Offer being implemented,
(collectively, the “Offer”).
Hospitality Shareholders are furthermore referred to the announcement published on SENS on 19 November 2020, regarding
the results of the shareholders meeting (“General Meeting”), in which it was noted that the special resolution to approve the
Scheme was passed by the requisite majority of votes of Hospitality Shareholders present in person or represented by proxy
at the General Meeting.
The Scheme remains subject to the fulfilment of waiver, as the case may be, of the following Scheme Conditions Precedent
set out in the Circular:
• no Valid Demands are received by Hospitality or, if any Valid Demands are received by Hospitality, such Valid
Demands are received from Hospitality Shareholders who, in aggregate, hold less than the aggregate number of
Hospitality Shares as Tsogo Sun Hotels and Hospitality may determine by agreement; and
• the TRP having issued a compliance certificate in respect of the Scheme in terms of section 119(4)(b) of the
Hospitality Shareholders are further advised that the General Offer can only be implemented if the Scheme fails to be
A further announcement will be released on SENS notifying Hospitality Shareholders once (i) the aforementioned Scheme
Conditions Precedent have been fulfilled or waived; or (ii) the Scheme has failed. Such announcement will, to the extent
necessary, provide Hospitality Shareholders with the updated salient dates and times pertaining to the implementation of
the Scheme or the General Offer, as the case may be.
The Independent Board accepts responsibility for the information contained in this announcement and confirm that to the
best of their respective knowledge and belief, the information set out herein is true and this announcement does not omit
anything likely to affect the importance of the information included.
8 December 2020
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: 08-12-2020 03:26:00
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