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JSE
JSE
Hospitality Property Fund Limited - Results of the private placement, changes to
certain information set out in the
Prospectus and revised timetable
Hospitality Property Fund Limited
(formerly Vizirama 165 (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
JSE code for A linked units: HPA ISIN: for A linked units ZAE000076790
JSE code for B linked units: HPB ISIN: for B linked units ZAE000076808
("Hospitality" or "the Company")
Results of the private placement, changes to certain information set out in the
Prospectus and revised timetable
Results of private placement
Applicants for the private placement of A linked units and B linked units
(collectively "linked units") in Hospitality ("the private placement"), details
of which were set out in the Hospitality Prospectus issued on 23 January 2006
("the Prospectus"), are advised that the private placement was approximately 7.6
times oversubscribed. Hospitality has therefore been unable to allocate full
subscriptions to participants in the private placement.
Applicants are further advised that due to changes in the ratio of cash and
linked units to be issued as consideration for certain of the properties
acquired (further details of which are set out in paragraph 3 below), the
initial 23 725 930 A linked units and 27 531 247 B linked units that were
available in terms of the private placement were reduced to 20 835 875 A linked
units and 24 754 528 B linked units.
In determining the final allocation of A and B linked units to applicants, the
directors of Hospitality gave preference to allocations to black economic
empowerment ownership entities. In this regard the National Empowerment Fund
Trust (NEF), was allocated 2 523 165 A linked units and 1 261 583 B linked
units. Successful subscriptions were capped by the directors at R303 008 595 per
applicant. This resulted in all successful applicants who subscribed for less
than R303 008 595 being allocated approximately 13% of their respective
subscription amounts.
All applicants will be notified by 17:00 on Friday, 3 February 2006, of the
number of A linked units and B linked units allocated to them.
Changes in the ratio of cash and linked units to be issued as consideration for
certain of the properties
As set out in Annexure 1 to the Prospectus, the total consideration of the
properties to be acquired of R972 million was to be settled through the payment
of cash of R816 million and the balance of R156 million was to be settled
through the issue of linked units. Further to this, the vendors of the Courtyard
Portfolio have elected to receive the consideration of R56 million for these
properties in linked units.
The total portfolio consideration of R972 million will now be settled through
the payment of R760 million in cash and the balance of R212 million is to be
settled through the issue of linked units. This has resulted in the initial 23
725 930 A linked units and 27 531 247 B linked units that were available in
terms of the private placement decreasing to 20 835 875 A linked units and 24
754 528 B linked units.
In addition, the vendors of Birchwood Executive Hotel and Conference Centre and
Kopanong Hotel and Conference Centre have elected to renounce their rights to
the linked units to be issued to them as consideration for their respective
properties. This resulted in a change in the major A linked unit holders and B
linked unit holders, who will beneficially hold 5% or more of the issued A
linked units and B linked units as shown in the table below.
A linked unit holder Number of A Percentage
linked units of A linked
held units in
issue (1)
%
Birchwood Executive Hotel 3 009 094 8.32
and Conference
Centre vendors
Nobuntu 5 000 000 13.82
AECI Pension Fund 2 890 055 7.99
10 899 149 30.13
Total
B linked unit holder Number of B Percentage
linked units of B linked
held units in
issue (1)
%
Birchwood Executive Hotel 3 490 549 9.65
and Conference Centre
vendors
AECI Pension Fund 2 776 719 7.67
6 267 268 17.32
Total
Note:
The percentages have been calculated based on 36 174 723 A linked units and 36
174 723 B linked units in issue.
The results of the private placement have not been taken into account in the
tables above.
The above changes have had no effect on the capital structure and forecast
yields as set out in the Prospectus.
Revised timetable
On the basis that the property portfolio is expected to be transferred to the
Hospitality group by Friday, 10 February 2006 and not Friday, 3 February 2006 as
set out in the Prospectus, successful applicants will be required to make
payment for the subscription amounts due on Monday, 13 February 2006 by no later
than 15:30. Further to this, the proposed listing date is now anticipated to be
Thursday, 16 February 2006. These dates may be subject to further amendment and
should the transfer of the property portfolio not take place by Friday, 10
February 2006, details of revised dates will be published on SENS.
Johannesburg
3 February 2006
Investment bank and joint Corporate law advisors Lead independent
sponsor and trustee for the reporting accountants
debenture holders and auditors and lead
sponsor
KPMG
Nedbank Capital Edward Nathan
Joint promoter Joint promoter and
hotel, tourism and
leisure consultants
Grapnel Property Group Horwath
Date: 03/02/2006 02:57:04 PM Produced by the JSE SENS Department
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