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HOSPITALITY PROPERTY FUND LIMITED - Changes to the board and appointment of an independent board in accordance with the Companies Act Regulations

Release Date: 07/10/2020 11:30
Code(s): HPB HPF11 HPF13 HPF12     PDF:  
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Changes to the board and appointment of an independent board in accordance with the Companies Act Regulations

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


CHANGE TO THE BOARD OF DIRECTORS AND APPOINTMENT OF AN INDEPENDENT BOARD IN ACCORDANCE WITH THE
COMPANIES ACT REGULATIONS


In compliance with paragraph 3.59 of the Listings Requirements (the “Requirements”) of the JSE Limited (“JSE”) and
paragraph 6.39 of the JSE Debt Listings Requirements, shareholders and noteholders are advised that the board of
directors of Hospitality (the “Board”) has appointed Messrs J Awbrey, TF Mosololi and DL Smith as independent non-
executive directors of Hospitality with effect from 7 October 2020.

Shareholders and noteholders are referred to the joint Firm Intention Announcement released by the Company and Tsogo
Sun Hotels Limited ("Firm Intention Announcement"), of even date, with specific reference to clause 3, whereby in terms
of the regulations prescribed by the Minister of Trade and Industry in terms of sections 120 and 223 of the Companies
Act, 2008 ("Companies Regulations") and the Requirements , Hospitality is required to constitute an independent board
of directors (“Independent Board”) for the purpose of considering the Scheme and General Offer, each as defined in
clause 1.1 of the Firm Intention Announcement, including evaluating the terms and conditions of the Scheme, the General
Offer and the proposed delisting of the Company, and advising Hospitality shareholders thereon.

In accordance with Companies Regulation 108, the Independent Board is required to comprise of a minimum of three
independent directors. Having considered the current composition of the Hospitality Board, the Board has appointed
Messrs J Awbrey, T Mosololi and D Smith as additional directors to the Board, as it is entitled to do in terms of Companies
Regulation 108(9). The Board has determined that all of such additional directors are independent for the purpose of the
Requirements and the Companies Regulations, and shall serve as the Independent Board for the purpose of the Tsogo
Sun Hotels Offer, as defined in clause 1.1 of the Firm Intention Announcement. These appointments were made pursuant
to the nomination policy of the Company.

Mr Awbrey is a Chartered Accountant with 38 years of experience in auditing and various administrative functions within
PricewaterhouseCoopers Inc., from where he retired as a partner in 2010. He has since held various non-executive
directorships with companies mainly involved in the financial services industry and holds non-executive positions with
Discovery Insure Limited, Discovery Life Limited, Scor Africa Limited and SABSA Holdings Limited.

Mr Mosololi is a Chartered Accountant with over 25 years of experience. He has been involved in the operations and
directing of various companies in the Casino, Hospitality, Logistics, Mining and Retail sectors of the South African
economy. He served as Director of Operations of Tsogo Sun Gaming until 2012 and was until recently the Chief Operating
Officer of Sun International Limited. As an entrepreneur, Mr Mosololi has been involved in various investment
transactions and serves as a non-executive director on the boards of a number of private companies.

Mr Smith is a Chartered Accountant with over 20 years of Investment Banking experience in South Africa and the United
Kingdom (“UK”) and has advised on a wide range of mergers and acquisitions, initial public offerings, de-listings,
restructurings and equity and debt raisings across Africa, UK, Central and Eastern Europe and Asia. He is the founder of
DLS Advisors, a boutique advisory firm which provides independent advice to boards and executives on complex
acquisitions and restructurings.

Hospitality welcomes Messrs Awbrey, Mosololi and Smith to the Board.


7 October 2020


Sponsor                                                                Debt Sponsor
Java Capital                                                           RMB

Date: 07-10-2020 11:30:00
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