HPB HPF11 HPF08 HPF09 HPF06 201903150039A
The listing and unbundling of Tsogo Sun and consequential changes in management and directorate of Hospitality
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’)
THE LISTING AND UNBUNDLING OF TSOGO SUN HOTELS LIMITED (‘THL’) AND CONSEQUENTIAL CHANGES IN MANAGEMENT AND DIRECTORATE
Shareholders are referred to the announcement released on SENS on 15 March 2019 by Tsogo Sun Holdings Limited
(‘Tsogo Sun’) regarding the proposed listing of THL, on the main board of the JSE Limited (‘JSE’) (the ‘Listing’),
and the subsequent distribution in specie by Tsogo Sun of its entire holding of THL shares to Tsogo Sun shareholders,
pro rata to their respective holdings of Tsogo Sun ordinary shares (the ‘Unbundling’) (collectively the ‘Proposed
As a consequence of the cancellation of the proposed transaction to acquire a number of casino property assets from
Tsogo Sun, the Company will now remain focused on the hospitality industry for the foreseeable future and will be the
principal property-owning subsidiary of THL.
2. Changes in Management and Directorate
Accordingly, and in order to align with the Board of THL, with effect from 1 June 2019, Mr Rob Nicolella will be
stepping down as Chief Executive Officer (‘CEO’) of Hospitality and reassuming his role at Hosken Consolidated
Investments Limited (‘HCI’) once the Proposed Transaction is complete, but will remain a non-executive director of
Hospitality. Mrs Mara De Lima, who has been the Chief Financial Officer (‘CFO’) of Hospitality for the past two years
will be appointed as CEO at that point. Mr Riaan Erasmus will be appointed to the board of Hospitality as CFO to replace
Mrs de Lima. Mr Erasmus has previously held the position of Group Financial Manager at Hospitality and acting CFO
prior to the takeover of Hospitality by Tsogo Sun.
In addition to the changes in executive directorate set out above, the board of directors of Hospitality (‘Board’)
will be reconstituted as follows:
Mr John Copelyn will step down as chairman of the Company and as a non-executive director. Mr Marcel von Aulock,
the CEO of THL, will assume the role of non-executive director and Chairman of the Company and Mrs Laurelle
McDonald, the CFO of THL, will remain on the Board as a non-executive director.
Mr Mohammed Ahmed, an existing Board member, will assume the role of Lead independent director and Chairman of
the Audit and Risk Committee. Mr Ahmed’s appointment as Audit and Risk Committee Chairman will be with
immediate effect. The balance of the Independent directors will consist of Dr Moretlo Molefi, Mr Jabu Ngcobo and Mr
Dr Molefi is a business woman with interests in healthcare and serves on the ministerial advisory committee on Ehealth
in South Africa and has served as a strategic advisor to the WHO eHealth sector. Dr Molefi currently serves as a director
of HCI, the South Africa Post Office, Niveus Investments, International Society for Telemedicine and eHealth and vice-
president of SA Telemedicine Association.
Mr Jabu Ncgobo served as regional secretary for Africa of the International Textile Garment and Leather Workers
Federation from 1999 to 2006. Prior to this appointment he held the position of general secretary of the Southern African
Clothing and Textile Workers Union for 6 years from 1994 to 1999. Mr Ncgobo was appointed to the board of HCI as
a non-executive director in October 2004. He also serves on the boards of Tsogo Sun, Niveus Investments and HCI Coal.
Mr Chris Gina is the deputy secretary general of the South African Clothing and Textile Workers Union and will be
retiring from this position this year. Mr Gina also serves on the board of the Ithala Development Finance Corporation in
In order to ensure a seamless transition and the successful completion of the year-end reporting process, Messrs Gerald
Nelson, Sydney Halliday, Mohamed Gani and Mrs Zibusiso Kganyago will resign as directors with effect from 31 May
2019. Messrs Don Bowden and Zuko Kubukeli have requested to step down with immediate effect.
The Board wishes to extend its sincere appreciation for the services of these directors, many of whom have served on
the Board for an extended period and have guided the Company through some challenging periods. In particular, the
board’s gratitude is extended to Mr Gerald Nelson who was a founder of the Company and the first CEO in 2006.
3. Next step and proposed timelines
The pre-listing statement for THL is expected to be released on or about 22 May 2019 with the Listing of THL expected
to occur on or about 11 June 2019. Shareholders will be kept informed in this regard.
15 March 2019
Date: 15/03/2019 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
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