Acquisition of additional shares in Hospitality Property Fund Tsogo Sun Hotels Limited (previously known as Southern Sun Hotels Proprietary Limited) Incorporated in the Republic of South Africa Registration number 2002/006356/06 Share Code: TGO ISIN:ZAE000272522 (“Tsogo Sun Hotels” or “the Group” or “the Company”) ACQUISITION OF ADDITIONAL SHARES IN HOSPITALITY PROPERTY FUND 1. INTRODUCTION Shareholders are referred to the announcement released on SENS on 3 July 2020 advising shareholders that the Company was considering acquiring additional ordinary shares (“Hospitality Shares”) in Hospitality Property Fund Ltd (“Hospitality”). In order to allot and issue ordinary shares in the authorised and unissued share capital of the Company for the purpose of an acquisition issue in terms of the JSE Listings Requirements, an ordinary resolution was proposed in terms of section 60 of the Companies Act to allow the board to acquire assets (such as ordinary shares in Hospitality) in exchange for ordinary shares in the Company. This ordinary resolution was duly approved by the Company’s shareholders entitled to exercise more than 50% of the voting rights exercisable thereon. Shareholders are now advised that the Company has entered into share for share agreements with Allan Gray Proprietary Limited (acting for and behalf of numerous of their clients under discretionary mandates), and numerous clients of each of Aylett & Co Proprietary Limited, Prudential Investment Managers (South Africa) Proprietary Limited and Bateleur Capital Proprietary Limited (each of whom acted on behalf of their clients under discretionary mandates) (collectively, the “Sellers”) to acquire, in aggregate 46 137 907 Hospitality Shares (“Sale Shares”) from their respective clients, in aggregate constituting 7.98% of Hospitality’s issued share capital (collectively, the “Share for Share Transactions”). 2. DESCRIPTION OF THE ASSETS Hospitality is a specialised REIT on the JSE investing in the hospitality industry, providing investors with exposure to income streams from the hospitality sector. Hospitality’s portfolio comprises 54 properties with more than 9,000 rooms in South Africa. 3. RATIONALE FOR THE ACQUISITION Hospitality has consistently traded at a substantial discount to its net asset value. Furthermore, the nature of the business of Tsogo Sun Hotels and Hospitality are substantially similar and have in-principle the same economic drivers. Hotels owned by Hospitality and operated by Tsogo Sun Hotels make up the majority of both Groups’ economic value and therefore the acquisition of Hospitality shares in exchange for the issue of shares in the Company results in the new Tsogo Sun Hotels shareholders being exposed to substantially the same industry risks and rewards. 4. PURCHASE CONSIDERATION The Sale Shares were acquired in exchange for the issue and allotment of 81 664 082 Tsogo Sun Hotels ordinary shares (collective, the “Subscription Shares”) at an exchange ratio of 1.77 Tsogo Sun Hotels shares for every 1 Hospitality Share acquired. If prior to the date that is six months after the signature date of the respective transaction agreements in respect of the Share for Share transactions, the Company concludes an agreement with any Hospitality shareholder pursuant to which the consideration payable exceeds 1.77 Tsogo Sun Hotel shares, the Company will issue additional shares to the Sellers (or their clients, as the case may be) such that the Sellers (or their clients, as the case may be) will in aggregate have received the same number of shares as if the ratio was equal to the ratio of Tsogo Sun Hotels shares to Hospitality shares in the relevant transaction. 5. EFFECTIVE DATE OF THE SHARE FOR SHARE TRANSACTIONS The Share for Share Transactions are unconditional. The effective date of the last agreement in respect of the Share for Share Transactions will be three business days after the date on which the JSE approves of the listing of the Subscription Shares, which is anticipated to be no later than 22 July 2020. 6. FINANCIAL INFORMATION The value of the net assets of Hospitality as at 31 March 2020, being the date of the last audited annual financial statements, was R7,673,768,000. The audited net loss of Hospitality for the 12 months ended 31 March 2020, per the last audited financial statements was R1,988,171,000. The audited financial statements were prepared in terms of IFRS. 7. WARRANTIES The Share for Share Transaction agreements contain representations and warranties which are standard for transactions of this nature. 8. CATEGORISATION The Share for Share Transactions constitute a Category 2 transaction for Tsogo Sun Hotels as contemplated in the Listings Requirements of the JSE Limited, when determined on an aggregated basis. Fourways 20 July 2020 Financial advisor: Investec Bank Limited Sponsor: Investec Bank Limited Legal advisors: Edward Nathan Sonnenbergs Incorporated Date: 20-07-2020 10:00:00 Produced by the JSE SENS Department. 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