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Proposed Odd-lot Offer and Distribution of Circular, Amendments to the MOI, Availabilty of IAR and Notice of AGM
City Lodge Hotels Limited
(Incorporated in the Republic of South Africa)
(Registration. No. 1986/002864/06)
ISIN Code: ZAE000117792
Share Code: CLH
"City Lodge" or the "Company"
PROPOSED ODD-LOT OFFER AND DISTRIBUTION OF CIRCULAR, AMENDMENTS TO THE MOI, AVAILABILTY OF IAR AND
NOTICE OF AGM
1. Introduction and rationale for the Odd-lot Offer
As at 16 October 2023, there were a total of 20 947 ordinary shareholders ("Odd-lot Holders") on the share register of
City Lodge ("Register") that held less than 100 City Lodge ordinary shares ("Shares") comprising 58.22% of the total
number of ordinary shareholders ("Shareholders") in the Company.
Conversely, the total number of Shares held by the Odd-lot Holders comprise 336 044 ("Odd-lot Holdings") representing
only 0.06% of the total issued Shares, resulting in the recurring administrative costs associated with managing the Odd-
Lot Holdings being disproportionately large relative to the small percentage of the total Shares in issue, which negatively
affects all Shareholders.
Accordingly, the City Lodge board of directors (the "Board") has proposed the repurchase of the Odd-lot Holdings of
Odd-lot Holders (the "Odd-lot Offer") to facilitate the reduction in Shareholders in an equitable manner.
The Odd-lot Offer provides Odd-lot Holders with both an opportunity to realise the value of their investment without
incurring transaction costs, which might otherwise make it impractical to sell their Odd-lot Holdings; and a liquidity
event for those Odd-lot Holders who elect not to retain their Odd-lot Holdings or who make no election. From the
Company's perspective, implementation of the Odd-lot Offer will enable the Company to reduce the costs and
complexity of managing a large shareholder base and Register.
City Lodge has decided to proceed with the implementation of the Odd-lot Offer to repurchase the Odd-lot Holdings
from the Odd-lot Holders, at a 5% premium to the 30-day volume weighted average price of a Share as at the close of
business on Monday, 4 December 2023 ("Offer Price").
The Odd-lot Offer will be funded from City Lodge's existing cash resources.
2. Distribution of circular
In order to implement the Odd-lot Offer, approval will be sought from Shareholders to implement the Odd-lot Offer
and effect certain amendments to the memorandum of incorporation ("MOI") ("MOI Amendments") at the Company's
annual general meeting, to be held at 14:00 on Thursday, 23 November 2023 ("AGM"), of which further details are set
out below.
A circular, containing details of the Odd-lot Offer and MOI Amendments and a Form of Election and Surrender for use
by certificated Odd-lot Holders ("Circular"), has been distributed Shareholders today, and can be accessed on:
https://citylodgehotels.com/investors.
In addition, copies of the Circular can be obtained from the registered offices of the Company, being The Lodge,
Bryanston Gate Office Park, Corner Homestead Avenue and Main Road, Bryanston, Johannesburg, 2191 ("Registered
Office") during normal business hours (09:00 to 17:00) from today until the AGM (both days inclusive).
3. Availability of integrated annual report and notice of AGM
Shareholders are advised that the Company's integrated annual report for the year ended 30 June 2023 ("IAR") and
notice of AGM is available on the Company's website at https://www.city-reports.co.za/reports/integrated-report-
2023/pdf/full-iar.pdf.
Shareholders are reminded that the consolidated annual financial statements for the year ended 30 June 2023 ("AFS"),
were published on 11 September 2023 can be accessed on: https://citylodgehotels.com/investors.
The notice of AGM and AFS have also been distributed today, 26 October 2023, and notice is hereby given that the 37 th
annual general meeting of Shareholders will be held as a hybrid meeting at 14:00 on Thursday, 23 November 2023 at
the Registered Office of the Company, to transact the business as stated in the notice of the AGM. Shareholders are
referred to the notice of the AGM which contains full information on proxies, attending, participating in and voting at
the AGM.
4. Key terms of Odd-lot Offer
Subject to the receipt of the requisite Shareholder approvals for the MOI Amendments and the Odd-lot Offer, the Odd-
lot Offer will open and Odd-lot Holders must decide to either:
• sell their Odd-lot Holding to City Lodge at the Offer Price; or
• retain their Odd-lot Holding.
Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the Offer Price. Those Odd-
lot Holders who do not make an election by 12:00 (SA time) on Friday, 15 December 2023 will automatically be
regarded as having accepted the Odd-lot Offer and chosen to dispose of their Odd-lot Holdings.
Odd-lot Holders will not bear any transaction costs in respect of the Odd-lot Offer. Securities transfer tax, if any, will be
paid by the Company at a rate of 0.25% calculated on the taxable amount as determined in section 5(1)(a) of the
Securities Transfer Tax Act, 2007 (Act No. 25 of 2007).
5. Tax considerations for the Odd-lot Offer
The Board has specifically resolved that the Odd-lot Offer will be distributed as a return of capital and will result in a
reduction of 'contributed tax capital' as defined in section 1 of the South African Income Tax Act, (Act 58 of 1962), as
amended.
The Offer Price will therefore not be regarded as a dividend for South African income tax purposes. Shareholders are
advised to consult their own tax and/or other professional advisors regarding the taxation implications arising out of
the acceptance of the Odd-lot Offer.
6. Salient dates and times
2023
Record date to be entitled to receive the Circular and Notice of AGM Friday, 20 October
Circular and Notice of AGM distributed to Shareholders and Odd-lot Offer Thursday, 26 October
announced on SENS on
Last day to trade to be entitled to vote and participate at the AGM Tuesday, 14 November
Record date to be entitled to vote and participate at the AGM Friday, 17 November
For administrative reasons, last day to lodge forms of proxy for the AGM by no Tuesday, 21 November
later than 14:00
AGM to be held at 14:00 Thursday, 23 November
Results of the AGM published on SENS Friday, 24 November
If the resolutions relating to the Odd-lot Offer are passed, Odd-lot Offer opens Monday, 27 November
at 09:00
Finalisation announcement (including the Odd-lot Offer Price) in respect of Tuesday, 5 December
Odd-lot Offer released on SENS by 11:00
Last day to trade to participate in the Odd-lot Offer Tuesday, 12 December
Shares commence trading ex Odd-lot Offer Wednesday, 13 December
Forms of Election and Surrender to be received by the Transfer Secretaries Friday, 15 December
by 12:00
Odd-lot Offer closes at 12:00 Friday, 15 December
Odd-lot Offer record date Friday, 15 December
Payment of Odd-lot Offer consideration to certificated Odd-lot Holders who Monday, 18 December
have accepted the Odd-lot Offer or who have made no election
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or who Monday, 18 December
have made no election will have their accounts at their CSDP or broker
credited with the Odd-lot consideration
Results of Odd-lot Offer released on SENS Monday, 18 December
Cancellation and termination of Shares repurchased in terms of the Odd-lot Tuesday, 19 December
Offer on
Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company. Any such amendment will
be released on SENS.
3. If the AGM is adjourned or postponed, forms of proxy submitted for the initial AGM will remain valid in respect of
any adjournment or postponement of the AGM, unless the contrary is stated on such form of proxy.
4. The directors, in their discretion, reserve the right to withdraw the Odd-lot Offer in respect of any Shareholder at
any time prior to the publication of the finalisation announcement on SENS in respect of the Odd-lot Offer,
anticipated to be on Tuesday, 5 December 2023.
5. Shareholders are reminded that Shares can only be traded in dematerialised form.
6. The Register will be closed between the last day to trade to be entitled to vote and participate at AGM and the
AGM record date.
7. Shareholders are requested to deposit forms of proxy at the office of the transfer secretaries, Computershare,
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 or by post to Private Bag X9000, Saxonwold, 2132,
South Africa (at own risk), or via email to proxy@computershare.co.za, by no later than 14:00 on Tuesday, 21
November 2023, for administrative purposes. Any forms of proxy not delivered by this time may be forwarded
to the transfer secretaries at any time prior to the commencement of voting on any resolutions proposed at the
AGM.
Bryanston
26 October 2023
Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 26-10-2023 02:53:00
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