International Hotel Group Limited - ShareData

International Hotel Group Limited(previously RBDL Investments Limited)(Incorporated in the British Virgin Islands)

(Company number 1862176)LuxSE share code: IHG

JSE share code: IHG ISIN: VGG7396G1046(“IHGL” or “the company”)

PRE-LISTING STATEMENT

The definitions commencing on page 9 of this pre-listing statement have, where appropriate, been used on this cover page.

IHGL’s shares are listed on the Euro MTF Market of the LuxSE, which constitutes its primary listing.

This pre-listing statement is not an invitation to the public to subscribe for shares, but is issued in compliance with the LuxSE Rules and Regulations and the JSE Listings Requirements for the purpose of providing information to the public with regard to the company and is issued in respect of:• a capital raising of up to approximately R247 000 000 (GBP12 350 000) by way of a private placement of up to approximately 12 350 000 private

placement shares in the company at an issue price payable in Rand which is equivalent to £1.00 per private placement share determined at the prevailing GBP:ZAR exchange rate at 17:00 on Wednesday, 7 October 2015; and

• the subsequent listing of all the issued shares of the company by way of a secondary listing on the AltX.

2015

Opening date of SA private placement at 09:00 on Wednesday, 7 OctoberClosing date of SA private placement at 17:00 on* Wednesday, 7 OctoberResults of SA private placement released on SENS on Thursday, 8 OctoberProposed listing on the AltX at 09:00 on Wednesday, 14 October

* Applicants should consult their broker or CSDP to ascertain the timing for submission of applications as this may vary depending on the broker or CSDP in question.

The SA private placement is an invitation to invited investors and will comprise the issue of up to approximately 12 350 000 private placement shares. Invited investors may apply to subscribe for private placement shares that will be listed on either the European share register or the South African share register. Invited investors who wish to apply for private placement for shares to be listed on the European share register are advised to contact the LuxSE agent, further details of which are set out in the Corporate Information section, for further instructions. The shares to be issued in terms of the SA private placement will rank pari passu with all other shares in issue in respect of all rights. There are no convertibility or redemption provisions relating to any of the SA private placement shares offered in terms of the SA private placement. The SA private placement shares will be issued in dematerialised form. No certificated SA private placement shares will be issued. There will be no fractions of SA private placement shares offered or issued in terms of the SA private placement. The SA private placement will not be underwritten.

Applications must be for a minimum subscription of R1 million per invited investor acting as principal.

There is no minimum amount, in the opinion of the directors, which is required to be raised in terms of the SA private placement. However, the listing on the JSE is subject to the JSE being satisfied that a sufficient number of shares will be available on the SA share register. The proceeds from the SA private placement together with the existing cash resources will be used to settle the costs associated with the SA private placement, the listing on the LuxSE and the JSE and the purchase considerations payable for the Dunstable acquisition and the Belvedere acquisition.

This pre-listing statement is not an invitation to the public to subscribe for shares in IHGL. It is issued in compliance with the LuxSE Rules and Regulations and the JSE Listings Requirements for the purpose of giving information to the public regarding IHGL and to provide information to invited investors with regards the SA private placement.

This pre-listing statement does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, IHGL shares in any jurisdiction in which such offer or solicitation is unlawful. In particular the IHGL shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia or Japan. Neither this pre-listing statement nor any copy of it may be distributed directly or indirectly to any persons with addresses in the United States of America (or any of its territories or possessions), Canada, Australia or Japan, or to any corporation, partnership or other entity created or organised under the laws thereof, or in any other country outside the BVI, Luxembourg and the Republic of South Africa where such distribution may lead to a breach of any legal or regulatory requirement.

It is not necessary for this pre-listing statement to be filed or registered with any governmental or public body, authority or agency in the BVI either on, before or after the date of its publication and it is not intended that this pre-listing statement will be filed with the Registrar of Corporate Affairs in the BVI.

A copy of the pre-listing statement is also not required to be filed or registered with the South African Companies and Intellectual Property Commission or any other governmental or public body, authority or agency in South Africa.

Immediately prior to the SA private placement and listing:• the authorised share capital of the company will comprise 1 billion ordinary shares of par value £0.001 per share;• the issued share capital of the company will comprise 2 650 000 ordinary shares of par value £0.001 per share; and• the company will have no treasury shares in issue.

Assuming that the SA private placement is fully subscribed for, immediately after the SA private placement and the listing on the LuxSE and JSE:• the authorised share capital of the company will comprise 1 billion ordinary shares of par value £0.001 per share;• the issued share capital of the company will comprise 15 000 000 ordinary shares of par value £0.001 per share; and• the company will have no treasury shares in issue.There is no intention to extend a preference on the allotment to any particular company or group in the event of an oversubscription of shares pursuant to the SA private placement, however, final allocations will be at the discretion of the directors.

The JSE has granted IHGL a listing of all of the company’s issued shares on the AltX under the abbreviated name: “Int Hotel”, JSE share code: “IHG” and ISIN: VGG7396G1046 with effect from the commencement of trade on Wednesday, 14 October 2015. This will be a foreign inward listing. The listing is subject to the company maintaining a spread of public shareholders acceptable to the JSE at the point of listing on the AltX, being public shareholders holding not less then 10% of the issued share capital of the company.

IHGL shares will only be capable of being traded on the JSE in dematerialised form.

The directors, whose names are given on page 13 of this pre-listing statement, collectively and individually, accept full responsibility for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement false or misleading, and that they have made all reasonable enquiries to ascertain such facts and that this pre-listing statement contains all information required by law, the LuxSE Rules and Regulations and the JSE Listings Requirements.

Each of the South African corporate advisors, JSE sponsor, LuxSE listing agent, independent reporting accountants, independent property valuer, auditors, company secretary, SA transfer secretaries and bankers whose names are included in this pre-listing statement have consented in writing and have not prior to publication of this pre-listing statement withdrawn their written consent to the inclusion of their names in the capacity stated and, where applicable, to their reports being included in this pre-listing statement.

Warning statement

Potential investors must be advised of the risk of investing in an entity listed on the Euro MTF market and the JSE. The Euro MTF market is not an EU-Regulated Market, as defined in the European Directive 2004-39-EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, and is outside the scope of certain EU regulations such as Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards, Directive 2008/11/EC of the European Parliament and of the Council of 11 March 2008 amending Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.

All potential investors should also carefully consider the entire contents of this pre-listing statement before deciding whether or not to purchase ordinary shares in IHGL. There may be risks of which the directors are not aware. Investors should consider carefully whether investment in IHGL is suitable for them, in the light of their personal circumstances and the financial resources available to them.

In this pre-listing statement, unless otherwise stated, an indicative GBP:ZAR exchange of GBP1.00:R20.00 has been used.

South African corporate advisor and JSE sponsor LuxSE listing agent

Independent reporting accountants and auditors Independent property valuer

Date and place of incorporation of the company: 10 February 2015, British Virgin IslandsDate of issue of the pre-listing statement: Wednesday, 7 October 2015This pre-listing statement is available in English only. Copies may be obtained from the company, the South African corporate advisors, the SA transfer secretaries and the LuxSE registrar and transfer agent at the addresses set out in the “Corporate Information” section of this pre-listing statement during normal office hours from Wednesday, 7 October 2015 to Wednesday, 14 October 2015.

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CORPORATE INFORMATION

DirectorsHelder Pereira (Chief executive officer)David Hart (Chief financial officer)Peter Todd (Chairman, non-executive director)Miles Walton (Non-executive director)Daniel Romburgh (Independent non-executive director)

Company secretaryOsiris Secretarial Services LimitedCoastal BuildingWickham’s Cay IIRoad Town, TortolaBritish Virgin Islands(PO Box 2221, Road Town, Tortola, British Virgin Islands)

Corporate advisorJava Capital Proprietary Limited(Registration number 2002/031862/07)6A Sandown Valley CrescentSandownSandtonSouth Africa(PO Box 2087, Parklands, 2121)

Independent reporting accountantsDeloitte & Touche, Registered Auditors(Practice number 902276)Deloitte Place, The Woodlands20 Woodlands Drive, Woodmead, 2196South Africa(Private Bag X6, Gallo Manor, 2052)

AuditorsDeloitte & Touche BVIJames Frett BuildingWickham’s Cay 1Road Town 3083, TortolaBritish Virgin Islands(Postal address same as physical address above)

LuxSE listing agentM Partners S.á. r.156, rue Charles Martel L-2134Luxembourg

Directors of the investment managerHelder Pereira (Executive director)David Hart (Executive director)Miles Walton (Non-executive director)Stacey Olson (Non-executive director)

Registered address of the companyCoastal BuildingWickham’s Cay IIRoad Town, TortolaBritish Virgin Islands(PO Box 2221, Road Town, Tortola, British Virgin Islands)

JSE sponsorJava Capital Trustees and Sponsors Proprietary Limited(Registration number 2006/005780/07)6A Sandown Valley CrescentSandownSandtonSouth Africa(PO Box 2087, Parklands, 2121)

Independent property valuerSavills Advisory Services Limited33 Margaret StreetLondonW1G 0JDUnited Kingdom(Postal address same as physical address above)

Investment managerRBDL Capital Managers LimitedCoastal BuildingWickham’s Cay IIRoad Town, TortolaBritish Virgin Islands(PO Box 2221, Road Town, Tortola, British Virgin Islands)

Transfer secretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Ground Floor70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)

LuxSE registrar and transfer agentOsiris Secretarial Services LimitedCoastal BuildingWickham’s Cay IIRoad Town, TortolaBritish Virgin Islands(PO Box 2221, Road Town, Tortola, British Virgin Islands)

Place and date of incorporationIncorporated in the British Virgin Islands on 10 February 2015

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Offers in South Africa only

This pre-listing statement has been issued in connection with the private placement in South Africa only and is addressed only to persons to whom the SA private placement may lawfully be made. The distribution of this pre-listing statement and the making of an offer through this SA private placement may be restricted by law. Persons into whose possession this pre-listing statement comes must inform themselves and observe any such restrictions. This pre-listing statement does not constitute an offer of or invitation to subscribe for and/or purchase any of the shares in any jurisdiction in which such offer, subscription or sale would be unlawful. No one has taken any action that would permit a public offering of shares in the company to occur outside South Africa.

Forward-looking statements

This pre-listing statement includes forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of the group and its future prospects. These forward-looking statements have been based on current expectations and projections about future results which, although the directors believe them to be reasonable, are not a guarantee of future performance.

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TABLE OF CONTENTS

The definitions and interpretations commencing on page 9 of this pre-listing statement have been used in the following table of contents. Page

Corporate information 1

Salient features 5

Important dates and times 8

Definitions and interpretations 9

Section 1 – Information on International Hotel Group Limited1. Overview and background 132. Prospects 163. Directors 164. Relationship information 205. Major and controlling shareholders 21

Section Two – Details of the property6. Summary of the property portfolio 227. Analysis of the property portfolio 228. Valuation reports 239. Property, assets and business undertakings acquired or to be acquired 2310. Vendors 2311. Property, assets and business undertakings disposed of or to be disposed of 2412. Background to investment region and sector 24

Section Three – Details of the private placement13. Purpose of the private placement and the listing 2614. Anticipated application of the proceeds of the SA private placement 2615. Salient dates and times 2616. Particulars of the SA private placement 2717. Minimum subscription 3018. Listing statement 30

Section Four – Financial information19. Estimate statement of comprehensive income and forecast statement of comprehensive income 3120. Consolidated pro forma statement of financial position 3121. Historical financial information 3122. Share capital 3123. Adequacy of capital 3224. Dividends and distributions 3225. Material commitments, lease payments and contingent liabilities 3226. Loans and borrowings 3327. Material changes 3328. Shares issued other than for cash 3329. Tax consideration 33

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PageSection Five – Additional material information30. Material contracts 3431. Commissions paid or payable in respect of underwriting 3432. Exchange Control Regulations 3433. Advisor’s interests 3534. Statement as to listing on the JSE 3535. Government protection and investment encouragement law 3536. Corporate governance 3637. Litigation statement 3638. Directors’ responsibility statement 3639. Consents 3640. Issue expenses 3641. Documents available for inspection 36

Annexure 1 Group structure 38Annexure 2 Details of subsidiaries 39Annexure 3 Information on the directors of the company 40Annexure 4 Secondment agreements 43Annexure 5 Current and past directorships and partnerships 45Annexure 6 Extracts from the MoA and AoA 51Annexure 7 Extracts from the investment management agreement 58Annexure 8 Details of the property portfolio 64Annexure 9 Independent property valuer’s summary valuation report 65Annexure 10 Material contracts 75Annexure 11 Details of acquisitions and vendors 77Annexure 12 Estimate statement of comprehensive income and forecast statement

of comprehensive income of the group 78Annexure 13A Independent reporting accountants’ limited assurance report on the estimate

statement of comprehensive income of the group 80Annexure 13B Independent reporting accountants’ limited assurance report on the forecast

statement of comprehensive income of the group 84Annexure 14 Consolidated pro forma statement of financial position 88Annexure 15 Independent reporting accountants’ limited assurance report on the

consolidated pro forma statement of financial position 94Annexure 16 Independent reporting accountants’ review conclusion on the valuation

and existence of the assets and liabilities acquired by IHGL 96Annexure 17 Historical financial information of IHGL 98Annexure 18 Independent reporting accountants’ report on the historical financial

information of IHGL 101Annexure 19 Accounting policies of the group 103Annexure 20 Capital structure 106Annexure 21 Material borrowings and loans payable and receivable 109Annexure 22 Corporate governance statement 110

Private placement application form Attached

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SALIENT FEATURES

The information set out in this section of the pre-listing statement is only an overview and is not intended to be comprehensive. It should be read in conjunction with the information contained in other sections of this pre-listing statement, to gain a comprehensive overview of the group and the SA private placement.

1. INTRODUCTION

IHGL was incorporated as a business company in the British Virgin Islands on 10 February 2015. The company’s financial year end is 31 August. IHGL’s shares were listed on the LuxSE on Friday, 31 July 2015.

On 31 March 2015, the company acquired all the shares in Sandgate which owns the Worcester Whitehouse Hotel. On 28 August 2015, the company completed the acquisitions of all the shares in Redefine Belvedere and Redefine Dunstable which own the Holiday Inn Express, Dunstable and Travelodge, Belvedere, respectively. Further details of the acquisition agreements are set out in Annexure 10.

2. OVERVIEW AND BACKGROUND

2.1 Introduction

The company is a hotel and leisure focused property investment vehicle that will own hotels for ongoing sustainable income returns and long term capital appreciation. This will be achieved by investing in newly acquired established hotels and in hotel development projects where it will create and own the finished product. The company has been established with the object of affording property investors the opportunity to invest directly into a portfolio of income yielding hotel assets. The company is subject to British Virgin Islands corporate law and under such law the company is not required to include a specific objects clause in its AoA. The object of the company can be determined by its board of directors and the object as aforementioned in this paragraph has been accepted by the directors as the objective of the company.

2.2 Redefine BDL Hotel Group

The company is an initiative of the Redefine BDL Hotel Group to create a specialist hotel ownership vehicle. Redefine BDL Hotel Group was established in 2000 and is the UK’s leading independent hotel management company, with an exceptional track record in developing and managing a diverse portfolio of branded and private label hotels for owners. Redefine BDL Hotel Group is the 5th largest hotel management company in the UK and currently manages in excess of 70 hotels, located predominantly in the UK. The company will take advantage of the Redefine BDL Hotel Group’s unique position in the hotel and leisure industry to secure hotel investments on favourable terms.

2.3 Investment strategy

2.3.1 The company will seek to invest in newly acquired established hotels and in hotel development projects where it will create and own the finished product. It will target hotels which are let on long leases to good covenants as well as hotels under management contracts to the Redefine BDL Hotel Group and other highly regarded management companies. The company aims to acquire assets that can deliver consistent cash returns of circa 7% on equity per annum. The focus will be on the limited service budget and mid-tier hotel sectors, generally with hotels with over 100 rooms. There will be no investment in luxury or 5 star assets.

2.3.2 The company will target assets situated in the UK and European countries, with current pipeline assets being situated mainly in the UK. The company will focus on countries with a stable political and economic outlook, clear property title, rule of law, a relatively diversified economy, strong urbanisation trends and strong GDP growth. The company will endeavour to focus on first tier cities in each country with some exposure to second tier cities.

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3. PROSPECTS

The directors of the company believe that the company has excellent prospects. The board is confident that the hotel properties that it has already acquired, together with the various potential investments in the pipeline, current market conditions and access to future deal flow, will provide the company with a yield in internationally stable currencies and high growth potential. This should in turn result in meaningful capital appreciation for investors from the company acquiring undervalued income generating assets and high growth development opportunities.

The company will fund its pipeline through a combination of new debt and equity capital. The board anticipates that it will in the short-term be in a position to formally conclude agreements for a number of acquisitions in the UK. These acquisitions will be funded through substantial new capital raisings. In this regard, the company intends to raise up to approximately GBP20 million in the short term.

4. DETAILS OF THE PRIVATE PLACEMENT

A SA private placement to raise up to approximately R247 000 000 (GBP12 350 000) is being undertaken by way of an offer for subscription to invited investors only for up to approximately 12 350 000 private placement shares in the company at an issue price payable in Rand which is equivalent to £1.00 per private placement share determined at the prevailing GBP:ZAR exchange rate at 17:00 on Wednesday, 7 October 2015.

Invited investors may apply to subscribe for private placement shares that will be listed on either the European share register or the South African share register. Invited investors who wish to apply for private placement for shares to be listed on the European share register are advised to contact the LuxSE agent, further details of which are set out in the Corporate Information section, for further instructions.

5. STATEMENT AS TO LISTING ON THE JSE

5.1 JSE approval

The JSE has granted IHGL a listing of up to approximately 15 000 000 shares on the AltX of the JSE under the abbreviated name “Int Hotel” and JSE share code “IHG”, with effect from the commencement of trade on Wednesday, 14 October 2015. The listing is subject to the company maintaining a spread of public shareholders acceptable to the JSE at the point of listing on the AltX, being public shareholders holding not less than 10% of the issued share capital of the company.

5.2 Purpose of listing on the JSE

It is considered that IHGL will present an attractive opportunity to South African investors. It is the view of the board of IHGL that South African property investors who have enjoyed strong and stable returns from the South African real estate sector over the last few years now see comparatively attractive value in carefully selected opportunities in real estate markets outside South Africa. Accordingly, IHGL is seeking a listing on the AltX to broaden its investor base and source additional capital to fund growth aspirations, and to:

5.2.1 enhance potential investors’ awareness of the company;

5.2.2 improve the depth and spread of the shareholder base of the company, thereby improving liquidity in the trading of its securities;

5.2.3 provide invited investors the opportunity to participate directly in the income streams and future capital growth of the company; and

5.2.4 provide invited investors with an additional market for trading the company’s shares.

6. ACTION REQUIRED

6.1 Applications by invited investors for the SA private placement shares must be made in accordance with paragraph 16 of this pre-listing statement by completing an application form which will be provided to invited investors pursuant to the private placement in due course.

6.2 Applications for the SA private placement shares can only be made for dematerialised shares and must be submitted through a CSDP or broker in accordance with the agreement governing the relationship between the invited investor and the CSDP or broker by the cut-off time stipulated by the CSDP or broker.

6.3 If you are in any doubt as to what action to take, you should consult your broker, attorney or other professional advisor immediately.

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6.4 Applications per invited investor for the SA private placement shares may only be made for a minimum subscription of R1 million per invited investor acting as principal.

6.5 Shares of the company will only be capable of being traded on the LuxSE and the JSE in dematerialised form.

7. FURTHER COPIES OF THE PRE-LISTING STATEMENT

Copies of the pre-listing statement may be obtained between 08:30 and 17:00 on business days from Wednesday, 7 October 2015 to Wednesday, 14 October 2015 at the following places and on the company’s website at www.internationalhotelgrouplimited.com:

• International Hotel Group LimitedCoastal Building, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands

• Java Capital Proprietary Limited6A Sandown Valley Crescent, Sandown, Sandton, South Africa

• Computershare Investor Services Proprietary LimitedGround Floor, 70 Marshall Street, Johannesburg, South Africa

• M Partners S.á. r.1.56, rue Charles Martel, L-2134, Luxembourg

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IMPORTANT DATES AND TIMES1

The definitions and interpretations commencing on page 9 of this pre-listing statement apply to these important dates and times:

2015

Opening date of the SA private placement (09:00) Wednesday, 7 October

Abridged pre-listing statement released on SENS on Wednesday, 7 October

Closing date of the SA private placement (17:00)2 Wednesday, 7 October

Results of the SA private placement released on SENS on Thursday, 8 October

Notification of allotments to successful invited investors Thursday, 8 October

Listing of shares and the commencement of trading on the AltX of the JSE (09:00) on Wednesday, 14 October

Listing of private placement shares on the Euro-MTF at the commencement of trade on Wednesday, 14 October

Accounts at CSDP or broker updated and credited in respect of dematerialised shareholders3 Wednesday, 14 October

Notes

1. All references to dates and times are to local dates and times in South Africa. These dates and times are subject to amendment. Any such amendment will be released on SENS and on the LuxSE website.

2. Invited investors must advise their CSDP or broker of their acceptance of the private placement shares in the manner and cut-off time stipulated by their CSDP or broker.

3. CSDPs effect payment on a delivery-versus-payment basis.

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DEFINITIONS AND INTERPRETATIONS

In this pre-listing statement and the annexures hereto, unless inconsistent with the context, an expression which denotes one gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the expressions set out in the first column bear the meaning assigned to them in the second column.

“acquisitions” collectively, the Belvedere acquisition, the Dunstable acquisition and the Sandgate acquisition;

“acquisition agreements” collectively, the Belvedere acquisition agreement, the Dunstable acquisition agreement and the Sandgate acquisition agreement, further details of which are set out in Annexure 10;

“ADR” average daily rate;

“AltX” the Alternative Exchange of the JSE;

“AoA” the Articles of Association of the company, further details of which are set out in Annexure 5;

“application form” the application form in respect of the SA private placement which is attached to and forms part of this pre-listing statement;

“the Belvedere acquisition” the acquisition by the company of the entire issued share capital of Redefine Belvedere, further details of which are set out in Annexure 10;

“the Belvedere acquisition agreement” the agreement dated 28 August 2015 between the company and Redefine International, further details of which are set out in Annexure 10;

“the board” or “the directors” or “the IHGL board”

the board of directors of the company;

“business day” any day other than a Saturday, Sunday or official public holiday in Luxembourg or South Africa;

“BVI” British Virgin Islands;

“certificated shares” shares in respect of which physical share certificates are issued;

“Clearstream” a clearing and settlement environment for security transactions to be settled and transfer of ownership to be recorded electronically, managed by Clearstream Banking S.A.;

“common monetary area” collectively, South Africa, the Kingdoms of Swaziland and Lesotho, and the Republic of Namibia;

“CSDP” a Central Securities Depository Participant appointed by a shareholder for purposes of and in regard to dematerialisation and to hold and administer shares on behalf of a shareholder;

“dematerialise” or “dematerialisation” the process whereby physical share certificates are replaced with electronic records of ownership under Strate and recorded in the sub-register of shareholders maintained by a CSDP or broker;

“dematerialised shares” shares which have been dematerialised and incorporated into the Strate system;

“dematerialised shareholder” a holder of dematerialised shares;

“the Dunstable acquisition” the acquisition by the company of the entire issued share capital of Redefine Dunstable, further details of which are set out in Annexure 10;

“the Dunstable acquisition agreement” the agreement dated 28 August 2015 between the company and Redefine International, further details of which are set out in Annexure 10;

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“emigrant” an emigrant from South Africa whose address is outside the common monetary area;

“Euro” Euro, the official currency of the European Union;

“Euro MTF market” the Euro MTF market of the LuxSE;

“exchange control regulations” the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act, 1933;

“FRI lease” a lease which imposes full repairing and insuring obligations on the tenant, relieving the landlord from all liability for the cost of insurance and repairs;

“GBP” and “£” Pound Sterling, the official currency of the United Kingdom;

“GDP” Gross Domestic Product;

“GR” gross rental;

“group” collectively, the company and its subsidiaries;

“the hotel properties” or “the properties” or “the property portfolio”

comprising the properties set out in Annexure 8;

“IFRS” International Financial Reporting Standards;

“IHGL” or “the company” International Hotel Group Limited (Company number 1862176), a company incorporated in accordance with the laws of the British Virgin Islands;

“IHGL shares” or “shares” or “ordinary shares”

ordinary shares of par value of £0.001 per share in the share capital of the company;

“IHGL shareholder” or “shareholder” a holder of shares;

“independent property valuer” Savills Advisory Services Limited (Company number 06215875), a private company incorporated in accordance with the laws of England, further details of which are set out in the “Corporate Information” section;

“independent reporting accountants” Deloitte & Touche, Registered Auditors, a partnership formed in terms of the laws of South Africa, further details of which are set out on in the “Corporate Information” section;

“investment manager” or “RCM” RBDL Capital Managers Limited (Company number 1876688), a company incorporated in accordance with the laws of the British Virgin Islands;

“investment management agreement” the agreement dated 16 June 2015 between the company and the investment manager, further details of which are set out in Annexure 7;

“investment strategy” the investment strategy of the company as determined by the board of directors further details of which are contained in paragraph 1.5 of the pre-listing statement;

“invited investors” those private clients, selected financial institutions and retail investors who have been invited to participate in the SA private placement;

“issue price” the Rand equivalent of £1.00 per share determined at the prevailing GBP:ZAR exchange rate at 17:00 on Wednesday, 14 October 2015;

“Java Capital” collectively Java Capital Proprietary Limited (Registration number 2002/031862/07) and Java Capital Trustees and Sponsors Proprietary Limited (Registration number 2006/005780/07), private companies incorporated in accordance with the laws of South Africa, further details of which are set out in the “Corporate Information” section;

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“JSE” JSE Limited (Registration number 2005/022939/06), a company duly registered and incorporated with limited liability in accordance with the laws of South Africa, licensed as an exchange under South Africa’s Financial Markets Act, 2012 (Act 19 of 2012), as amended;

“JSE Listings Requirements” the JSE Listings Requirements, as amended from time to time;

“last practicable date” the last practicable date prior to the finalisation of the document, being Wednesday, 30 September 2015;

“listing on the JSE” the listing of IHGL on the AltX in terms of the JSE Listings Requirements;

“listing on the LuxSE” the listing of IHGL on the LuxSE on Friday, 31 July 2015 in terms of the LuxSE Rules and Regulations;

“listings” collectively, the listing on the LuxSE and the listing on the JSE;

“listing date” the anticipated date of listing of all the company’s issued shares on the AltX, expected to be Wednesday, 14 October 2015;

“LuxSE” the Luxembourg Stock Exchange;

“LuxSE listing agent” M Partners S.á. r.1., further details of which are set out in the “Corporate Information” section;

“LuxSE Rules and Regulations” the Rules and Regulations of the LuxSE governing, amongst other things, the Euro MTF market;

“MoA” the Memorandum of Association of the company, further details of which are set out in Annexure 6;

“Oceantides” Oceantides Property Holdings Limited (Registration number 1812049), a company incorporated in accordance with the laws of the British Virgin Islands;

“pre-listing statement” this pre-listing statement and its annexures, dated Wednesday, 7 October 2015, which has been prepared in compliance with the JSE Listings Requirements;

“promoter” the party(ies) responsible for the formation of a company to be listed, or acquired by an existing issuer, and who earn(s) a fee there from, in cash or otherwise;

“Redefine Belvedere” Redefine Belvedere Limited, (Registered number 1868802), a company registered and incorporated in accordance with the laws of the British Virgin Islands and a wholly owned subsidiary of the company;

“Redefine BDL Hotel Group” Redefine BDL Hotel Group Limited (Registration number 1522323), a company registered and incorporated in accordance with the laws of the British Virgin Islands;

“Redefine Dunstable” Redefine Dunstable Limited (Registered number 1878401), a company registered and incorporated in accordance with the laws of the British Virgin Islands and a wholly owned subsidiary of the company;

“Redefine International” Redefine International P.L.C (Registered number 010534V), a public company registered and incorporated in accordance with the laws of the Isle of Man;

“RevPar” revenue per available room;

“SA Companies Act” the South African Companies Act, 2008 (Act 71 of 2008), as amended;

“Sandgate” Sandgate Worcester Investments Limited (Registration number 09060827), a company incorporated in accordance with the laws of England and a wholly owned subsidiary of the company;

“the Sandgate acquisition” the acquisition by the company of all the shares in and claims against Sandgate, further details of which are set out in Annexure 10;

“Sandgate acquisition agreement” the agreement dated 20 July 2015 between the company and Oceantides, further details of which are set out in Annexure 10;

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“SA private placement” or “private placement”

the private placement by the company to raise up to approximately R247 000 000 (GBP12 350 000) by way of an offer to invited investors to subscribe for up to approximately 12 350 000 private placement shares at the issue price;

“SA private placement shares” or “private placement shares”

up to approximately 12 350 000 shares in the share capital of IHGL to be offered and issued in terms of the private placement;

“SA transfer secretaries” Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company incorporated in accordance with the company laws of South Africa and the South African transfer secretaries to the company, further details of which are set out on in the “Corporate Information” section;

“SA share register” the share register maintained on behalf of the company in South Africa by the SA transfer secretaries;

“SENS” the Stock Exchange News Service of the JSE;

“South Africa” or “SA” the Republic of South Africa;

“Strate” Strate Proprietary Limited (Registration number 1998/022242/07), a private company incorporated in accordance with the company laws of South Africa and the electronic clearing and settlement system used by the JSE to settle trades;

“subsidiaries” collectively, Sandgate, Redefine Belvedere and Redefine Dunstable;

“UK” or “United Kingdom” United Kingdom of Great Britain and Northern Ireland;

“US$” the United States Dollar, the official currency of the United States of America;

“VAT” value added tax; and

“ZAR” or “Rand” South African Rand, the official currency of South Africa.

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Directors of the companyHelder Pereira (Chief executive officer)David Hart (Chief financial officer)Peter Todd (Non-executive director)Miles Walton (Non-executive director)Daniel Romburgh (Non-executive director)

SECTION ONE – INFORMATION ON INTERNATIONAL HOTEL GROUP LIMITED

1. OVERVIEW AND BACKGROUND

1.1 Incorporation and history

IHGL was incorporated as a business company in the BVI on 10 February 2015. The company’s financial year end is 31 August. IHGL’s shares were listed on the LuxSE on 31 July 2015.

On 31 March 2015, the company acquired all the shares in Sandgate which owns the Worcester Whitehouse Hotel. On 28 August 2015, the company completed the acquisitions of all the shares in Redefine Belvedere and Redefine Dunstable which own the Holiday Inn Express, Dunstable and Travelodge, Belvedere, respectively. Further details of the acquisition agreements are set out in Annexure 10.

1.2 Nature of the business

The company is a hotel and leisure focused property investment vehicle that will own hotels for ongoing sustainable income returns and long term capital appreciation. This will be achieved by investing in newly acquired established hotels and in hotel development projects where it will create and own the finished product. The company has been established with the object of affording property investors the opportunity to invest directly into a portfolio of income yielding hotel assets. The company is subject to British Virgin Islands corporate law and under such law the company is not required to include a specific objects clause in its AoA. The object of the company can be determined by its board of directors and the object as aforementioned in this paragraph has been accepted by the directors as the objective of the company.

The company is an initiative of the Redefine BDL Hotel Group to create a specialist hotel ownership vehicle. Redefine BDL Hotel Group was established in 2000 and is the UK’s leading independent hotel management company, with an exceptional track record in developing and managing a diverse portfolio of branded and private label hotels for owners. Redefine BDL Hotel Group is the 5th largest hotel management company in the UK and currently manages in excess of 70 hotels, located predominantly in the UK. The company will take advantage of the Redefine BDL Hotel Group’s unique position in the hotel and leisure industry to secure hotel investments on favourable terms.

1.3 Group structure

The group structure is set out in Annexure 1.

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1.4 Subsidiaries

1.4.1 The company has three subsidiaries, further details of which are set out in Annexure 2.

1.4.2 The directors of Redefine Dunstable and Redefine Belvedere are Miles Walton and Stacey Olson.

1.4.3 The full names, ages, business addresses, qualifications, capacities and position of Miles Walton and Stacey Olson are set out below in paragraph 3.1.1 and paragraph 3.3.3, respectively.

1.4.4 The directors of Sandgate are Stewart Campbell and Stephen Carlin

1.4.5 The full names, ages, business addresses, qualifications, capacities and position of Stewart Campbell and Stephen Carlin are set out below:

Name and age Stewart Campbell (38)

Business address Redefine BDL Hotels, 10th Floor, The Mille, 1000 Great West Road, Brentford, London, TW8 9DW

Qualification BSc (Hons) in Accounting and Computer Science, CA (Institute of Chartered Accountants Scotland)

Position Executive director

Experience Stewart is managing director of Redefine BDL Hotel Group, a position he has held within the company since 2011. He joined Redefine BDL Hotel Group from PricewaterhouseCoopers in 2003 and joined the Board as finance director in 2005. Stewart leads the growth of the management company and the large capital development projects for new or existing hotels. Through his relationships with key investors and his deal experience he is able to advise investors and stakeholders on the best options to consider when looking at any hotel opportunity. He has vast experience in dealing with senior debt providers and with the legal requirements for Hotel Management Agreements. These skills are vital in making deals happen and have helped grow the number of hotels under management from five in October 2005 to over 60 hotels today.

Name and age Stephen Carlin (64)

Business address Redefine BDL Hotels, 10th Floor, The Mille, 1000 Great West Road, Brentford, London, TW8 9DW

Qualification BSc (Eng), M. Ind. Admin

Position Executive director

Experience Stephen is a qualified engineer with almost 30 years’ experience in the real estate industry. He has been involved in many aspects of the industry, including property services, project management and development. He was the founder of the consortium that developed Lanseria Airport in Johannesburg, South Africa and has also been involved in forming a number of private syndicates to acquire direct ownership of various commercial and retail properties, predominantly in the UK. He was on the board of Redefine International plc, which is listed on the main board of the LSE, from 2006 until 2010. He was also on the board of Redefine International Property Management Limited, where he was involved in the rapid growth of Redefine’s property portfolio in Europe. He is now a non-executive director of Redefine BDL Hotel Group, which is the UK’s largest independent hotel operator, where he is responsible for business development.

1.5 Investment objectives, strategy and process

1.5.1 Investment objectives

The company’s objective is to provide shareholders with an opportunity to invest in a hotel and leisure focused property investment vehicle that will own hotels for ongoing sustainable income returns and long term capital appreciation.

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1.5.2 Investment strategy

The company is a hotel and leisure focused property investment vehicle that will own hotels for ongoing sustainable income returns and long-term capital appreciation. This will be achieved by investing in newly acquired established hotels and in hotel development projects where it will create and own the finished product.

The company will target hotels which are let on long leases to good covenants as well as hotels under management contracts to the Redefine BDL Hotel Group and other highly regarded management companies. The company aims to acquire assets that can deliver consistent cash returns of circa 7% on equity per annum.

The focus will be on the limited service budget and mid-tier hotel sectors, generally with hotels with over 100 rooms. There will be no investment in luxury or 5 star assets.

The company will focus on the following opportunities in the UK and Europe:

1.5.2.1 developments will comprise “greenfield” land developments and “brownfield” developments, through the refurbishment and/or conversion of existing buildings. Developments will serve to generate a pipeline of high quality hotel investment properties that over time will grow the investment component of the company; and

1.5.2.2 income producing hotel properties comprising of completed properties, held directly or indirectly. The company will target income-generating hotel properties with strong sustainable income from high quality tenants or the Redefine BDL Hotel Group or other strong management companies. The income generating hotel assets provide the company with a stable income and balance sheet strength for the company to responsibly secure and fund high-growth opportunities within developments.

The company will acquire properties (or undivided shares in properties) for development and will partner with developers on a case-by-case basis. This allows for those development partners to share in development risk and reward in relation to a particular development. These strategic partnerships with developers (including the promoters of the fund) should ensure a pipeline of high quality, value adding hotel development opportunities that meet the company’s investment criteria. Access to capital resulting from the listing should enhance the company’s ability to pursue these opportunities when they arise.

The company’s investments may be held directly or through subsidiaries incorporated in various jurisdictions for the purpose of maximising tax, funding, regulatory and other efficiencies of the company’s investments. The strategy of the company will be to partner with reputable local and international businesses in its developments to mitigate risks and exposure.

The company’s medium term target is to grow its net asset value to approximately £200 million (within three years from the listing). The company will target growth in net asset value per share in excess of 5% – 10% per annum to investors through a combination of lease based income and capital growth (i.e. pre-tax total return in the hands of investors).

Capital growth would be a function of development profits and an increase in value of the underlying property assets. The company will also adopt an active asset and debt management strategy so as to release cash to stakeholders from the portfolio assets wherever tax efficiently possible, through appropriate refinance and distribution strategies.

The company will fund the acquisition of assets through a combination of debt and equity capital. The equity capital will be raised on both the LuxSE and JSE, subject to investor appetite.

1.5.3 Gearing

The terms of the company’s bank borrowings will be determined on a project by project basis and the company will be advised by the investment manager in this regard. A gearing level of 50% (loan to value) on a consolidated basis will be targeted by the company. Wherever possible, gearing will be specific to a property and raised in a ring-fenced property owning subsidiary.

1.5.4 Investment process

The company’s directors will set the investment policy, parameters and objectives and review and approve each sale or purchase of investment assets.

The investment manager is responsible for identifying and reporting, to the company’s directors, the availability of new investment opportunities that fall within the investment policy and objectives.

Following the identification of a potential new investment opportunity and approval by the board, the investment manager is responsible for negotiating the terms of investment and ongoing management of the investment assets.

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2. PROSPECTS

The directors of the company believe that the company has excellent prospects. The board is confident that the hotel properties that it has already acquired, together with the various potential investments in the pipeline, current market conditions and access to future deal flow, will provide the company with a yield in internationally stable currencies and high growth potential. This should in turn result in meaningful capital appreciation for investors from the company acquiring undervalued income generating assets and high-growth development opportunities.

The company will fund its pipeline through a combination of new debt and equity capital. The board anticipates that it will in the short-term be in a position to formally conclude agreements for a number of acquisitions in the UK. These acquisitions will be funded through substantial capital raisings. In this regard, the company intends to raise up to approximately GBP20 million in the short term.

3. DIRECTORS

3.1 Directors of the company

3.1.1 The full names (including former names, if applicable), ages, nationalities, qualifications, roles, business addresses, occupations and experience of each of the directors of the company are set out below:

Name and age Helder Pereira (60)

Business address Redefine BDL Hotel Group, 10th Floor, The Mille, 1000 Great West Road, Brentford, London, TW8 9DW

Qualification HCIMA – Higher National Diploma (Honours), Management Development

Position Chief executive officer

Nationality Portuguese/South African

Experience Helder is the chief executive officer of Redefine BDL Hotel Group. Formerly CEO of Redefine Hotel Management Limited, Helder also formerly acted as Managing Director of the South African based Southern Sun Group and as a Director of Tsogo Sun Holdings, with significant casino interests in South Africa. During this time, Helder was responsible for over 80 hotels, from economy to luxury properties, including an international Convention Centre and over 9 000 employees. Helder also chaired the International Association of Holiday Inns (IAHI) EMEA and was on the IAHI Board, having contributed to this important Intercontinental Hotel Group committee for over 10 years. Helder has served on many government-appointed Boards in South Africa and has developed hotels in many countries in Africa and the Indian Ocean Islands. Helder was appointed as the chief executive officer of IHGL on 31 March 2015.

Name and age David Hart (36)

Business address Redefine BDL Hotel Group, 10th Floor, The Mille, 1000 Great West Road, Brentford, London, TW8 9DW

Qualification CA, BSc (Honours), Mathematics, Statistics and Accounting

Position Chief financial officer

Nationality British

Experience David joined Redefine BDL Hotel Group as chief financial officer in October 2014 2014. After qualifying as a Chartered Accountant with PricewaterhouseCoopers in 2003 David moved into the hospitality industry where he has held a number of progressively senior finance positions. Within hotels his operational finance experience ranges from 5 star resorts to mid-market limited service properties. David’s experience also includes managing finance teams through significant periods of change and working closely with both senior and mezzanine debt providers. David was appointed as chief financial officer of IHGL on 31 March 2015.

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Name and age Peter Todd (56)

Business address 3rd Floor, La Croisette, Grand Baie, Mauritius

Qualification B.Comm, LLB, H Dip Tax

Position Chairman, non-executive director

Nationality British/South African

Experience Mr Todd qualified as an attorney and then became a senior tax manager at Arthur Anderson and Associates in Johannesburg. He joined TWS Rubin Ferguson in 1993 as a tax partner and was instrumental in listing several companies on the JSE. Peter’s practice was very focused on the property industry in South Africa and TWS had most of the major property companies as clients. The practice consulted on property structuring and raising finance for property developments. In 2000, Peter set up Osiris International Trustees Limited in the BVI to provide international trust and corporate administrative services to global clients, as well as Drake Fund Advisors which sets up and administers hedge funds in the BVI and Cayman Islands. Peter was involved as a director from inception with the creation of Ciref Limited. Ciref went on to list on AIM and later reversed into Wichford PLC on the main board of the LSE. Peter was also general manager of Corovest Fund Managers the investment manager of Redefine. Peter remained a non-executive director of Redefine International PLC from initial listing for some six years and has otherwise been involved in the property industry for many years including in property syndications into the UK market, a large office development in the BVI, and in indirectly managing some 100 other property investments worldwide. Peter was appointed as a non-executive director of IHGL on 31 March 2015.

Name and age Miles Walton (51)

Business address Coastal Building, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands

Qualification IMC, TEP, FCIS

Position Non-executive director

Nationality British

Experience Mr Walton is a fellow of the Institute of Chartered Secretaries and Administrators, and also a member of the Society of Trust Estate Practitioners (TEP). Having worked in the financial services industry for over 20 years in Jersey and BVI, his further qualifications include the UK Securities Institute Investment Management Certificate and a BA degree in International Business with marketing and management. Miles joined the Osiris Group as Managing Director of the BVI trust operation in October 2009. Prior to joining the Osiris Group, Miles was head of Equity Trust’s International Incorporations Division and a director of trust and fiduciary services for Equity Trust’s BVI, Panama and Bermudan offices since July 2004. Miles was appointed as a non-executive director of IHGL on 10 February 2015.

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Name and age Daniel Romburgh (33)

Business address 3rd Floor, La Croisette, Grand Baie, Mauritius

Qualification Bachelor of Commerce (Hons) Financial Analysis and Portfolio Management

Position Independent non-executive director

Nationality South African

Experience Mr Romburgh has vast experience as an executive of fund advisories and in the administration of investment funds. He has been Head of Operations at Drake Fund Advisors (SA) Proprietary Limited. He was previously a director of Caledonian Fund Services (South Africa) Proprietary Limited. His responsibilities included internal and outward management of an international fund administration and accounting service provider. He was previously appointed as accounts manager at Beacon Fund Administrators Proprietary Limited. Daniel was appointed as an independent non-executive director of IHGL on 31 March 2015.

3.1.2 Redefine BDL Hotel Group has agreed to second Helder Pereira and David Hart to the company. Further details of the secondment agreements of the executive directors are set out in Annexure 4.

3.1.3 The founder of the company is Miles Walton, further details of whom are set out in paragraph 3.1 above.

3.1.4 Save for the directors, the company does not have any employees.

3.2 Additional information related to the directors

3.2.1 Annexure 3 contains the following information:

3.2.1.1 interests in shares and transactions;

3.2.1.2 interests of directors and promoters;

3.2.1.3 directors’ emoluments;

3.2.1.4 borrowing powers of directors; and

3.2.1.5 directors declarations.

3.2.2 Annexure 4 contains extracts of the secondment agreements of the executive directors.

3.2.3 Annexure 5 contains details of the directors’ other directorships and partnerships in the previous five years.

3.2.4 The relevant provisions of the MoA and the AoA with regard to the following are set out in Annexure 6:

3.2.4.1 capacity and powers;

3.2.4.2 number and classes of shares;

3.2.4.3 rights of shares;

3.2.4.4 shares;

3.2.4.5 meetings and consents of shareholders;

3.2.4.6 votes of shareholders;

3.2.4.7 shareholders resolutions;

3.2.4.8 directors;

3.2.4.9 powers of directors;

3.2.4.10 proceedings of directors;

3.2.4.11 director’s compensation; and

3.2.4.12 distributions by way of dividend.

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3.3 Asset management

3.3.1 The company has entered into an investment management agreement with RBDL Capital Managers Limited, as investment manager. The investment management agreement regulates the undertakings between the investment manager and the company, in terms of which the investment manager will provide certain services in relation to the company’s property investments in return for a fee payable by the company or a nominated subsidiary. Extracts of the investment management agreement are set out in Annexure 7.

The investment manager is a BVI registered company and is a subsidiary of Redefine BDL Hotel Group. It was established as an investment manager in 2015 and is regulated by the BVI Business Companies Act 2004, as amended and is overseen by the British Virgin Islands Financial Services Commission. The investment manager was incorporated to operate as an investment manager for the company.

The investment manager is responsible for, inter alia:• sourcing and evaluating suitable property;• conducting due diligence on properties;• negotiating disposals of property;• sourcing and raising equity funding;• negotiating debt funding and re-financings;• devising strategies with respect to the company’s fixed property;• managing the property portfolio in keeping with the operating standard as directed by the company;• preparation of annual budgets, financial reporting, letting policies, and valuations;• conducting or procurement of strategic and operational research;• identifying property managers and other service providers;• all administration and regulatory aspects of the company’s property; and• providing non-binding recommendations and other advisory services to the company with regards to

its property investments.

The investment management agreement will commence on the date of completion of all the conditions precedent to the agreement with effect from the listing date.

The investment management agreement will continue until the winding-up of the company or until either party giving to the other not less than 36 months written notice to terminate. In the event of notice being given by either party to terminate the investment management agreement, IHGL may terminate the investment management agreement immediately, subject to IHGL paying the investment manager an amount equal to 2.5 times the forecast fees, commissions and expenses for the 12 months following the date of notice.

IHGL is entitled and obliged to cancel the investment management agreement at any time if a majority of independent IHGL shareholders at a general meeting approve the termination. In such an instance, the investment management agreement will be cancelled on 30 months written notice to the investment manager or with immediate effect, subject to IHGL paying the investment manager an amount equal 2.5 times the forecast fees, commissions and expenses, for the 12 months following the date of the notice.

The directors of the investment manager, through their experience with Redefine BDL Hotel Group, have a number of years’ experience and have a successful record of managing and leasing hotels in the UK and Ireland.

3.3.2 Fees for the performance of investment management duties are set out below:

3.3.2.1 annual fee equal to 0.5% of the gross assets of the company;

3.3.2.2 an acquisition and disposal fee of 1.00% of the gross asset value of the assets being acquired/disposed of; and

3.3.2.3 up to 3% of turnover in respect of the operation of any hotel assets.

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3.3.3 The directors of the investment manager are Helder Pereira, David Hart, Miles Walton and Stacey Olson. The full names (including former names, if applicable), ages, nationalities, qualifications, roles, business addresses, occupations and experience of Helder Pereira, David Hart and Miles Walton are set out in paragraph 3.1 above. Details of Stacey Olson set out below:

Name and age Stacey Olson (34)

Business address Coastal Building, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands

Qualification JD, LLM, TEP

Position Director

Nationality American

Experience Ms Olson is the Senior Trust and Corporate Manager of Osiris International Trustees Limited in the BVI. She joined Osiris from U.S. Trust, the private wealth management arm of Bank of America where she administered a book of trusts with assets in excess of $1 billion. Prior to joining the U.S. Trust, Stacey also worked in the tax practice of Ernst & Young. Stacey holds both a JD and an LLM, is a member of the California Bar Association and is a registered Trusts and Estates Practitioner (TEP).

3.3.4 The directors of the investment manager will not receive any remuneration from the company as a direct consequence of the listing.

3.3.5 The company has not paid any amounts (whether in cash or in securities), nor given any benefits to any directors of the investment manager or to any company in which the directors of the investment manager are beneficially interested, or to any partnership, syndicate or other association of which the directors of the investment manager are members, or to any director of the investment manager as an inducement to become a director of the company or of the investment manager or otherwise, or for services rendered by the directors of the investment manager, or otherwise for services rendered by the directors of the investment manager or by an associate company or associate entity in connection with the promotion or formation of the company.

3.3.6 As at the last practicable date, the shareholders of the investment manager are:

Name of shareholder Number of shares Percentage

Redefine BDL Hotel Group 100 100

Total 100 100

4. RELATIONSHIP INFORMATION

4.1 Save for Miles Walton’s interest in the Sandgate acquisition, further details of which are set out in Annexure 11, the directors of IHGL, the directors of its subsidiaries, the directors of the investment manager and the promoters, did not have any beneficial interests, direct or indirect, in relation to any property held or property to be acquired by the group nor are they contracted to become a tenant of any part of the group as at the last practicable date.

4.2 There is no relationship between any parties mentioned in paragraphs 1.4 and 3 of the pre-listing statement and another person that may conflict with a duty to the group.

4.3 Save for Miles Walton’s interest in the Sandgate acquisition, further details of which are set out in Annexure 11, neither the investment manager, nor its directors, have any beneficial interest, direct or indirect, in any securities or participatory interests to be issued by the company as at the last practicable date.

4.4 Save as disclosed in respect of the acquisition set out in Annexure 11, the vendors did not have any beneficial interest, direct or indirect, in any securities or participatory interests to be issued by the company.

4.5 Save as disclosed in Annexure 11, the directors of IHGL, the directors of the subsidiaries, the directors of the investment manager and the promoters did not have any material beneficial interest in the acquisition or disposal of any properties or investments of the company since incorporation of the company to the dates of valuation of the properties, being 20 April 2015 and 18 August 2015.

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5. MAJOR AND CONTROLLING SHAREHOLDERS

5.1 Miles Walton is the sole shareholder of Oceantides.

5.2 Immediately prior to the LuxSE listing, Oceantides diluted its shareholding to 80% by selling its shares.

5.3 Post the LuxSE listing, Oceantides holds 80% of the issued share capital of the company.

5.4 As at the last practicable date Oceantides is the controlling shareholder of the company.

5.5 Post the SA private placement and listing, Oceantides is expected to hold 14.16% of the issued share capital of the company.

5.6 Following the implementation of the SA private placement and listing, it is not anticipated that IHGL will have a controlling shareholder.

5.7 Oceantides has not concluded an agreement which may lead to it adopting a common policy with any other person in respect of IHGL.

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SECTION TWO – DETAILS OF THE PROPERTY

6. SUMMARY OF THE PROPERTY PORTFOLIO

IHGL holds three hotel properties. Further details of the property portfolio are set out in Annexure 8. The hotel properties are situated in areas with high growth potential. The group’s property portfolio was valued as at 20 April 2015 and 18 August 2015 in aggregate at GBP18 300 000.

7. ANALYSIS OF THE PROPERTY PORTFOLIO

Property portfolio

An analysis of the property portfolio in respect of geographic, sectoral, tenant, vacancy and lease expiry profiles as at 31 August 2015 is provided below.

7.1 Geographic profile

Number of rooms

Average room rate

£/roomGR (%)

Worcester, Worcestershire, United Kingdom 84 65 51.2Dunstable, South East England 120 57 48.8

Total 204 60 100.0

As further detailed in paragraph 2 of Annexure 10, the company has acquired a site at Belvedere, London in terms of which it has a development management agreement to build a 52 bedroom hotel anticipated to open in March 2016. On completion the hotel will be leased to Travelodge Hotels Limited.

7.2 Sectoral profile

The properties are in the hotel sector.

7.3 Tenant profile

The Worcester Whitehouse Hotel is let to Sandgate Worcester Limited with a gross rental income of GBP478 400 for the year ended 31 August 2015. This is anticipated to rise to GBP534 747 for the year ended 31 August 2016.

The Holiday Inn Express, Dunstable is not currently let and trade sits in Gateway Hotel Dunstable Limited, which is wholly owned by Redefine, Dunstable.

On completion of the development, Travelodge, Belvedere will be let to Travelodge Hotels Limited with a gross rental income of GBP247 000.

7.4 Occupancy profile

Number of rooms*

Occupancy (%)*

Worcester, Worcestershire, United Kingdom 84 75.2Dunstable, South East England 120 76.2Belvedere, Greater London# – –

Total 204 75.8

*Based on the forecast for the year ended 31 August 2015.#As set out in Annexure 8, the Travelodge, Belvedere is being held for development.

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Number of rooms*

Occupancy (%)*

Worcester, Worcestershire, United Kingdom 84 76.0Dunstable, South East England 120 78.0Belvedere, Greater London# – –

Total 204 77.2

*Based on the forecast for the year ending 31 August 2016.# As set out in Annexure 8, the Travelodge, Belvedere is being held for development.

7.5 Lease expiry profile

7.5.1 The lease agreement between the subsidiary and Sandgate Worcester Limited in respect of the Worcester Whitehouse Hotel is for a term of 12 months for the period from 1 November 2014 to 31 October 2015.The lease has been prepared on the basis that, on expiry of the 12 month term, the lease will automatically renew, unless notice of termination is given by either party.

7.5.2 The lease agreement between Redefine Belvedere and Travelodge Hotels Limited in respect of the Travelodge Belvedere, is a 25-year term FRI lease.

7.5.3 The Holiday Inn Express, Dunstable is not currently let and trade sits in Gateway Hotel Dunstable Limited, which is wholly owned by Redefine Dunstable.

7.6 Rental per room and rental escalation

7.6.1 The forecast gross rental per room of the properties, based on the existing leases, for the period ended 31 August 2015 is £5 695/room.

7.6.2 Due to the variable nature of the gross rental as a result of the operational risk included, there is no contracted gross rental escalation per room for the period ended 31 August 2015.

7.6.3 The average annualised property yield in the properties based on the existing leases at 31 August 2015 is 9.8% based on the forecast to 31 August 2015.

8. VALUATION REPORTS

8.1 The properties comprising the property portfolio were valued by Tim Stoyle of Savills Advisory Services Limited, who is an independent external registered property valuer and a member of the Royal Institution of Chartered Surveyors, a recognised property valuers regulatory body.

8.2 A detailed valuation report has been prepared in respect of the properties and is available for inspection as set out in paragraph 41. The summary valuation report in respect of the properties has been included in Annexure 9.

9. PROPERTY, ASSETS AND BUSINESS UNDERTAKINGS ACQUIRED OR TO BE ACQUIRED

9.1 Other than as disclosed in Annexure 11, no other material immovable properties and/or fixed assets and/or business undertakings have been acquired by the group since the date of incorporation of the company to the date of the pre-listing statement or are in the process of being or proposed to be acquired by the group (or which the group has an option to acquire).

9.2 Details of the vendors of material properties purchased by the group since the date of incorporation of the company to the date of the pre-listing statement or proposed to be purchased by the group are set out in paragraph 10 and Annexure 11.

10. VENDORS

10.1 Details relating to the vendors of material properties (“acquisition properties”) purchased by the group since incorporation or proposed to be purchased are set out in Annexure 11.

10.2 The vendors of the acquisition properties have not guaranteed the book debts of the letting enterprises acquired or to be acquired by the group. The agreements entered into governing the acquisition of the acquisition properties contain warranties which are usual for transactions of this nature.

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10.3 The agreements entered into between the company and each of the vendors of the acquisition properties do not preclude the vendors of the acquisition properties from carrying on business in competition with the company nor do the agreements impose any other restrictions on the vendors of the acquisition properties and therefore no payment in cash or otherwise has been made in this regard.

10.4 There are no liabilities for accrued taxation that will be settled in terms of agreements with vendors of the acquisition properties.

10.5 Save as disclosed in respect of the acquisition set out in Annexure 10, IHGL has not purchased any securities in any company.

10.6 Save for Miles Walton’s interest in the Sandgate acquisition, no promoter or director (or any partnership, syndicate or other association in which a promoter or director had an interest) had any beneficial interest, direct or indirect in any transaction relating to the assets detailed in Annexure 11.

10.7 No cash or securities have been paid or any benefit given within the three preceding years of this pre-listing statement or is proposed to be paid or given to any promoter (not being a director).

10.8 All of the assets acquired have been transferred into the name of the group. The assets referred to in Annexure 11 have not been ceded or pledged to any party. However, the assets referred to in Annexure 11 have been provided as security for borrowings as set out in Annexure 21.

11. PROPERTY, ASSETS AND BUSINESS UNDERTAKINGS DISPOSED OF OR TO BE DISPOSED OF

No material immovable properties and/or fixed assets and/or business undertakings have been disposed of since the date of incorporation of the company to the last practicable date or are intended to be disposed of within six months of listing on the JSE.

12. BACKGROUND TO INVESTMENT REGION AND SECTOR

The discussion that follows draws on information sourced from third party research and the investment manager’s own experience from negotiating transactions in the jurisdictions listed below. Where information is based on third party research, the company believes that such information has been accurately reproduced and that no facts have been omitted that would render the reproduced information inaccurate or misleading when reproduced in this pre-listing statement. The company takes no responsibility for the accuracy of information obtained from third party sources.

12.1 Investment region

The company will initially target hotel assets primarily in the United Kingdom, due to the following factors:

12.1.1 the experience of the investment manager in this jurisdiction;

12.1.2 a stable political and economic outlook;

12.1.3 clear property title;

12.1.4 rule of law;

12.1.5 a relatively diversified economy;

12.1.6 strong urbanisation trends; and

12.1.7 strong GDP growth.

The company will focus on first tier cities, such as London and Edinburgh, which tend to be less cyclical due to trading in global as well as domestic demand markets.

12.2 UK Hotel Sector1

Sentiment in the UK hotel sector remains buoyant, with expectations of growth continuing into 2015. The market has been driven by better than expected UK GDP growth, buoyant inbound tourism, as well as the Rugby World Cup in 2015. According to the latest PwC hotel industry report these factors have pushed rates in favour of owners.

1 PricewaterhouseCoopers LLP. March 2015. UK Hotels Forecast Update for 2015 and 2016. Available from: http://www.pwc.co.uk/hospitality-leisure/uk-hotels-forecast/overview-uk-hotels-forecast-2015.jhtml

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London is expected to see average RevPAR growth of 4.6% in 2015 and 4.7% in 2016, taking RevPAR to £122 and £127 respectively. Regional hotels have also performed ahead of expectations in strong locations including Aberdeen and Edinburgh. While occupancies are at record levels, it is thought that there is still more room for growth and that occupancies can go a bit higher in 2015. The pace of new hotel supply is also picking up and may have the potential to slow the pace of growth in some locations.

London Provinces2014A 2015F 2016F 2014A 2015F 2016F

Occupancy (%) 83 84 85 75 76 76ADR (£) 140 144 151 64 67 70RevPAR (£) 116 122 127 48 51 53% growth on previous yearOccupancy 0.6 1.6 0.3 3.8 0.9 0.4ADR 2.9 3.0 4.4 6.4 4.4 4.6RevPAR 3.5 4.6 4.7 10.5 5.4 5.1Econometric forecasts: PwC February 2015Benchmarking date: STR Global February 2015A: Actual F: Forecast

UK GDP remains one of the strongest of the large European economies, driving demand for business and leisure travel. In 2014 UK GDP grew by around 2.6%. Similar growth is expected this year with 2.5% growth and 2.3% in 2016. All UK regions are expected to benefit although London and the South East lead. The economic growth in the Eurozone is also picking up, although this is highly dependent on the events in Ukraine and Greece. The Eurozone economy is forecast to grow by 1.1% in 2015 and 1.7% in 2016 which is good news for supporting inbound tourism from key travel markets.

Travel and holidays have remained a priority for many and inbound international travel, domestic ‘staycations’ and the recovered business travel sector have proved robust. The World Travel & Tourism Council (WTTC) as well as the Global Business Travel Association are generally positive and forecast more growth for key European economies, including the UK. Improving economic conditions should continue to drive steady business travel growth and help support midweek demand in hotels. Increased consumer confidence is expected to support leisure breaks. The meetings and conferences market is slowly continuing to recover. The Rugby World Cup in the autumn of 2015 is also expected to boost trading in 2015.

The pace of new UK supply growth is set to pick up in 2015, with growth above the long term average, according to data from AM:PM Hotel Database2. Growth is estimated at around 4.5% in London and 2% in the Provinces. An additional 6 430 rooms (after closures are accounted for) could open in London this year, with an estimated 9 420 rooms open in 2015 in the Provinces.

In conclusion, the directors believe that the current favourable conditions in the hotel market in the UK will enable the company to provide investors with meaningful capital appreciation.

2 AM:PM are a leading source of market intelligence for the UK and Ireland hotel industry. Available online from http://www.ampmhotels.com/aboutus.

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SECTION THREE – DETAILS OF THE PRIVATE PLACEMENT

13. PURPOSES OF THE PRIVATE PLACEMENT AND THE LISTING

13.1 As IHGL wishes to expand its European shareholder base, it will approach certain selected investors to invest in its European share register by purchasing private placement shares to be listed on the LuxSE.

13.2 It is considered that IHGL will present an attractive opportunity to South African investors to invest in a foreign-domiciled but local-listed alternative to South African property investments. It is the view of the promoters of IHGL that South African property investors who have enjoyed strong and stable returns from the South African real estate sector over the last few years now see comparatively attractive value in carefully selected opportunities in real estate markets outside South Africa. Accordingly, IHGL is seeking a listing on the JSE to broaden its investor base and source additional capital to fund growth aspirations, and to:

13.2.1 enhance potential investors’ awareness of the company;

13.2.2 improve the depth and spread of the shareholder base of the company, thereby improving liquidity in the trading of its securities;

13.2.3 provide invited investors the opportunity to participate directly in the income streams and future capital growth of the company; and

13.2.4 provide invited investors with an additional market for trading the company shares.

13.3 In compliance with the LuxSE Rules and Regulations and JSE Listings Requirements, the purposes of this pre-listing statement is to:

13.3.1 provide invited investors with the relevant information regarding the company, its investment strategy and its directors and management;

13.3.2 enable IHGL to obtain a listing on the JSE and set out the salient dates and terms of the listing on the JSE; and

13.3.3 provide details of the SA private placement.

13.4 The listing is being preceded by the SA private placement in order to afford invited investors the ability to participate in the equity of IHGL.

14. ANTICIPATED APPLICATION OF THE PROCEEDS OF THE SA PRIVATE PLACEMENT

The proceeds from the SA private placement together with existing cash resources will be used to settle the costs associated with the SA private placement, the listing on the LuxSE and the JSE and the purchase considerations payable for the Dunstable acquisition and the Belvedere acquisition.

15. SALIENT DATES AND TIMES

2015

Opening date of the SA private placement (09:00) on Wednesday, 7 October

Closing date of the SA private placement (17:00) on Wednesday, 7 October

Results of the SA private placement released on SENS on Thursday, 8 October

Notification of allotments by Thursday, 8 October

Listing of shares on the AltX on Wednesday, 14 October

Listing of the private placement shares on the Euro-MTF market at the commencement of trade on Wednesday, 14 October

Accounts at CSDP or broker updated and debited in respect of dematerialised shareholders Wednesday, 14 October

The dates and times in this pre-listing statement are subject to change and any changes will be communicated on SENS and on the LuxSE website.

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16. PARTICULARS OF THE SA PRIVATE PLACEMENT

16.1 Details of the SA private placement

16.1.1 The private placement to raise up to approximately R247 000 000 (GBP12 350 000) is being undertaken by way of an offer for subscription to invited investors only for up to approximately 12 350 000 private placement shares in the company at an issue price payable in Rand which is equivalent to £1.00 per private placement share determined at the prevailing GBP:ZAR exchange rate at 17:00 on Wednesday, 7 October 2015.

16.1.2 The SA private placement shares issued in terms of this pre-listing statement will be allotted subject to the provisions of the MoA and the AoA and the authorisations detailed in Annexure 20, and will rank pari passu in all respects including dividends, with all existing issued shares in the company.

16.1.3 There are no convertibility or redemption provisions relating to any shares.

16.1.4 The SA private placement shares will be issued in dematerialised form. No certificated SA private placement shares will be issued.

16.1.5 There will be no fractions of private placement shares offered in terms of the SA private placement.

16.1.6 The SA private placement shares will be offered for subscription to invited investors in South Africa.

16.1.7 Those invited investors that have been invited to apply should do so by completing the attached South African private placement application form.

16.1.8 No offer will be made to the public in respect of the SA private placement. The SA private placement is open to invited investors only.

16.1.9 Invited investors may apply to subscribe for private placement shares that will be listed on either the European share register or the South African share register. Invited investors who wish to apply for private placement for shares to be listed on the European share register are advised to contact the LuxSE agent, further details of which are set out in the Corporate Information section, for further instructions.

16.1.10 All shares applied and subscribed for in terms of this pre-listing statement will be issued at the expense of the company.

16.1.11 The basis of allocation of the SA private placement shares will be determined on an equitable basis.

16.1.12 It is intended that notice of the allocations will be given by Thursday, 8 October 2015.

16.1.13 Successful applicants’ accounts with their CSDP or broker will be credited with the allocated shares on the settlement date on a “delivery-versus-payment” basis.

16.1.14 The private placement and the approval to issue the appropriate number of private placement shares was approved by shareholders on 22 July 2015, as further detailed in Annexure 20.

16.2 Condition to which the SA private placement and listing are subject

16.2.1 The listing is subject to the company maintaining a spread of public shareholders acceptable to the JSE at the point of listing on the AltX, being public shareholders holding not less than 10% of the issued share capital of the company.

16.2.2 If the condition precedent fails, the private placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against IHGL or any other person as a result of the failure of the condition.

16.3 Participation in the SA private placement

16.3.1 Only invited investors may participate in the SA private placement. The shares will only be issued in dematerialised form. There will be no certificated shares issued.

16.3.2 Invited investors are to provide IHGL with their irrevocable indications of interest by 17:00 on Wednesday, 7 October 2015. Invited investors will be informed of their allocated shares, if any, by Thursday, 8 October 2015. Invited investors must make the necessary arrangements to enable their CSDP to make payment for the allocated shares on the settlement date. The allocated private placement shares will be transferred, on a “delivery-versus-payment” basis, to successful invited investors on the settlement date, which is expected to be Wednesday, 14 October 2015.

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16.4 Invited institutional investors

Invited institutional investors are to provide IHGL with their irrevocable indications of interest by 17:00 on Wednesday, 7 October 2015. Invited institutional investors will be informed of their allocated shares, if any, by Thursday, 8 October 2015. Invited institutional investors must make the necessary arrangements to enable their CSDP to make payment for the allocated shares on the settlement date. The allocated shares will be transferred, on a ‘delivery-versus-payment’ basis, to successful institutional applicants on the settlement date, which is expected to be Wednesday, 14 October 2015.

16.5 Selected private clients

Selected private clients are to provide IHGL with their completed application forms by 17:00 on Wednesday, 7 October 2015. Selected private clients will be informed of their allocated shares, if any, by Thursday, 8 October 2015. Selected private clients must make the necessary arrangements to enable their CSDP or broker, as the case may be, to make payment for the allocated shares on the settlement date. The allocated shares will be transferred, on a ‘delivery-versus-payment’ basis, to successful private client applicants on the settlement date, which is expected to be Wednesday, 14 October 2015.

16.6 Parties who may not participate in the SA private placement

The following categories of persons may not participate in the SA private placement:

16.6.1 any person who may not lawfully participate in the SA private placement; and/or

16.6.2 institutional and retail investors who have not been invited to participate; and

16.6.3 persons acting on behalf of a minor or a deceased estate.

16.7 Minimum capital to be raised

There is no minimum amount, in the opinion of the directors, which is required to be raised in terms of the SA private placement. However, the listing on the JSE is subject to the company maintaining a spread of public shareholders acceptable to the JSE at the point of listing on the AltX, being public shareholders holding not less than 10% of the issued share capital of the company.

16.8 Applications

16.8.1 Acceptance

No applications will be accepted after 17:00 on Wednesday, 7 October 2015. The remainder of Wednesday, 7 October 2015 will be reserved for auditing the application spreadsheets and correcting any potential clerical errors.

16.8.2 Minimum number

Applications must be for a minimum subscription of R1 million per investor acting as principal.

16.8.3 Applications are irrevocable

Applications submitted by invited investors are irrevocable and may not be withdrawn once received by IHGL.

16.8.4 Copies of applications

Copies or reproductions of the application form will be accepted at the discretion of the directors of the company.

16.8.5 Alterations

Any alterations on the application form must be authenticated by full signature.

16.8.6 Receipts

Receipts will not be issued for applications, application monies or supporting documents received.

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16.8.7 Evidence of capacity to apply

Other than as detailed in the application form, no documentary evidence of capacity to apply need accompany the application form, but the company reserves the right to call upon any applicant to submit such evidence for noting, which evidence will be held on file with IHGL or the transfer secretaries or returned to the applicant at the applicant’s risk.

16.8.8 Reservation of rights

The directors of the company reserve the right to accept or refuse any applications, either in whole or in part, or to abate any or all applications (whether or not received timeously) in such manner as they may, in their sole and absolute discretion, determine.

16.9 Payment and delivery of shares

16.9.1 No payment should be submitted with the application form delivered to IHGL. Applicants must make the necessary arrangements to enable their CSDP or broker to make payment for the allocated shares on the settlement date, which is expected to be Wednesday, 14 October 2015, in accordance with each applicant’s agreement with their CSDP or broker.

16.9.2 The allocated shares will be transferred, on a “delivery-versus-payment” basis, to successful invited investors on the settlement date, which is expected to be Wednesday, 14 October 2015.

16.9.3 The applicant’s CSDP or broker must commit to Strate to the receipt of the applicant’s allocation of shares against payment on Wednesday, 14 October 2015.

16.9.4 On the settlement date, the applicant’s allocation of shares will be credited to the applicant’s CSDP or broker against payment during the Strate settlement runs, prior to the opening of the market.

16.9.5 The CSDP or broker concerned will receive and hold the dematerialised shares on the applicants’ behalf.

16.10 Representation

16.10.1 Any person applying for or accepting the shares shall be deemed to have represented to the company that such person was in possession of a copy of this pre-listing statement at that time.

16.10.2 Any person applying for or accepting the shares on behalf of another:

16.10.3 shall be deemed to have represented to the company that such person is duly authorised to do so and warrants that such person and the purchaser for whom such person is acting as agent is duly authorised to do so in accordance with all relevant laws;

16.10.4 guarantees the payment of the issue price; and

16.10.5 warrants that a copy of this pre-listing statement was in the possession of the purchaser for whom such person is acting as agent.

16.11 Applicable law

The SA private placement, applications, allocations and acceptances will be exclusively governed by the laws of South Africa and each applicant will be deemed, by applying for shares, to have consented and submitted to the jurisdiction of the Courts of South Africa in relation to all matters arising out of or in connection with the SA private placement.

16.12 Strate and the trading of shares on the AltX

16.12.1 Shares may only be traded on the AltX in electronic form (dematerialised shares) and will be trading for electronic settlement in terms of Strate immediately following the listing.

16.12.2 Strate is a system of “paperless” transfer of shares. If any applicant has any doubt as to the mechanics of Strate, the applicant should consult with his CSDP or broker or other appropriate advisor and is also referred to the Strate website at www.Strate.co.za for more information. Some of the principal features of Strate are as follows:

16.12.2.1 electronic records of ownership replace share certificates and physical delivery of certificates;

16.12.2.2 trades executed on the AltX are settled within five business days;

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16.12.2.3 all investors owning dematerialised shares or wishing to trade their shares on the AltX are required to appoint either a CSDP or a broker to act on their behalf and to handle their settlement requirements; and the CSDP’s or broker’s nominee company, holding shares on their behalf, will be the shareholder (member) of the company and not the investor. Subject to the agreement between the investor and the CSDP or broker(or the CSDP’s or broker’s nominee company), generally in terms of the rules of Strate, the investor is entitled to instruct the CSDP or broker (or the CSDP’s broker’s nominee company), as to how it wishes to exercise the rights attaching to the shares.

16.13 Pre-commitments

As at the last practicable date, the company has not received any pre-commitments.

16.14 Over-subscription

There is no maximum number of shares that can be subscribed for and/or purchased in terms of the SA private placement. The board shall, in its discretion, determine an appropriate allocation mechanism, such that shares will be allocated on an equitable basis, as far as possible. Factors to be considered by the board in allocating shares include promoting liquidity, tradability and an orderly after-market in the shares of the company.

16.15 Simultaneous issues

No shares of the same class are issued or to be issued simultaneously or almost simultaneously with the issue of shares for which application is being made.

16.16 Underwriting

The SA private placement will not be underwritten.

17. MINIMUM SUBSCRIPTION

There is no minimum amount, in the opinion of the directors, which is required to be raised in terms of the SA private placement. However, the listing on the JSE is subject to the JSE being satisfied that a sufficient number of shares will be available on the SA share register. The shares which are the subject of the SA private placement are not subject to any conversion or redemption provisions.

18. LISTING STATEMENT

18.1 LuxSE approval

Application will be made to the LuxSE for admission of the SA private placement shares on the official list of the LuxSE and to trading on the Euro MTF market after the closing date of the private placement, with effect from the commencement of trade on Wednesday, 14 October 2015 or as soon as practicable thereafter.

18.2 JSE approval

Application will be made to the JSE for the approval of the listing of up to approximately 15 000 000 shares after the closing date of the private placement, with effect from the commencement of trade on Wednesday, 14 October 2015 or as soon as practicable thereafter. The listing is subject to the company maintaining a spread of public shareholders acceptable to the JSE at the point of listing on the AltX, being public shareholders holding not less than 10% of the issued share capital of the company.

18.3 Trading IHGL shares on the LuxSE and the JSE

Shareholders are advised that their IHGL shares will only be traded on the Euro MTF market and the AltxX in demateralised form and accordingly all shareholders who hold their IHGL shares on either the European share register or South African share register in certificated form will have to dematerialise their share certificates, at their own expense, in order to trade their IHGL shares on the Euro MTF market or the AltX. Such shareholders must make arrangements with their CSDP, bank or broker in terms of the custody agreement with their CSDP, bank or broker.

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SECTION FOUR – FINANCIAL INFORMATION

19. ESTIMATE STATEMENT OF COMPREHENSIVE INCOME AND FORECAST STATEMENT OF COMPREHENSIVE INCOME

19.1 The estimate statement of comprehensive income of the group (“estimate”) for the period ended 31 August 2015 and the forecast statement of comprehensive income of the group (“forecast”) for the year ending 31 August 2016 are presented in Annexure 12.

19.2 The estimate and the forecast, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors. The estimate and the forecast must be read in conjunction with the independent reporting accountants’ assurance report on the estimate and the forecast which is presented in Annexure 13A and Annexure 13B, respectively.

19.3 The estimate and the forecast have been prepared in compliance with IFRS and in accordance with the group’s accounting policies as set out in Annexure 19.

20. CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

20.1 The consolidated pro forma statement of financial position of the group as at 28 February 2015 is presented in Annexure 14.

20.2 The consolidated pro forma statement of financial position, including the assumptions on which it is based and the financial information from which it is prepared, are the responsibility of the directors. The independent reporting accountants’ assurance report on the consolidated pro forma statement of financial position of the group is presented in Annexure 15.

20.3 The independent reporting accountants’ review conclusion on the value and existence of assets and liabilities acquired by the group is set out in Annexure 16.

21. HISTORICAL FINANCIAL INFORMATION

21.1 The company received from the LuxSE a waiver of the requirement to supply historical financial information for the three years preceding this pre-listing statement. In accordance with such waiver, the historical financial information of IHGL for the period from incorporation to 28 February 2015 is set out in Annexure 17.

21.2 The preparation of the historical financial information is the responsibility of the directors. The independent reporting accountants’ audit report thereon is set out in Annexure 18.

21.3 As IHGL is newly incorporated, there is no historical profit or loss information available.

22. SHARE CAPITAL

22.1 The authorised and issued share capital of the company as at the last practicable date was as follows:

Number of shares

GBP’000

Authorised share capitalOrdinary shares of par value £0.001 per share 1 000 000 000 1 000Issued share capital2 650 000 ordinary shares of par value £0.001 per share 2 650 000 3Share premium2 650 000 ordinary shares issued at a premium of £0.999 per share 2 650 000 2 647

Total 2 650

There are no shares held in treasury.

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22.2 The authorised and issued share capital of the company post the SA private placement and listing is expected to be as follows:

Number of shares

GBP’000

Authorised share capitalOrdinary shares of par value £0.001 1 000 000 000 1 000 Issued share capital15 000 000 ordinary shares of par value 0.001 per share 15 000 000 15Share premium15 000 000 ordinary shares issued at a premium of £0.999 per share 15 000 000 14 985

Total 15 000

There are no shares held in treasury.

22.3 Capital structure

Annexure 20 contains the following salient information in relation to the authorised and issued share capital:

22.3.1 authorisations;

22.3.2 rights attaching to shares;

22.3.3 options and preferential rights in respect of shares;

22.3.4 alterations to share capital;

22.3.5 issues and repurchases of shares; and

22.3.6 statement as to listing on stock exchange.

23. ADEQUACY OF CAPITAL

The directors of the company are of the opinion that the working capital available to the group is adequate for the group’s present requirement, for at least the next 12 months from the date of issue of this pre-listing statement.

24. DIVIDEND AND DISTRIBUTIONS

24.1 Subject to the laws of the British Virgin Islands, the directors have absolute discretion as to the payment of any dividends, including interim dividends, on the shares. Dividends will be paid in accordance with the laws of the British Virgin Islands. In addition, the directors may, in their discretion, declare dividends in the form of a bonus issue of additional shares in lieu of a cash dividend.

24.2 No dividend shall be declared or paid unless the directors are satisfied on reasonable grounds that immediately after the dividend, the value of the company’s assets will exceed its liabilities and the company will be able to pay its debts as they fall due.

24.3 All dividends unclaimed for 6 years after having been declared by the company may be forfeited by resolution of the directors for the benefit of the company.

24.4 The directors intend to distribute the majority of the company’s earnings to the shareholders, after making provision for expenses and working capital, on a semi-annual basis in respect of the six month periods ending 28 February and 31 August each year.

24.5 No dividends have been declared as at the last practicable date.

24.6 No shares of the company are currently in issue with a fixed date on which entitlement to dividends arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived.

25. MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES

The company has no material commitments, lease payments and contingent liabilities.

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26. LOANS AND BORROWINGS

26.1 Material loans and borrowings advanced to the group

26.1.1 Details of material loans and borrowings advanced to the group as at the last practical date are set out in Annexure 21.

26.1.2 None of the material loans and borrowings listed in Annexure 21 have any redemption or conversion rights attaching to them.

26.1.3 The company has no loan capital outstanding.

26.1.4 The group has not entered into any other material inter-company financial or other transactions.

26.1.5 As at the last practical date, the group has not undertaken any off-balance sheet financing.

26.2 Material loans and borrowings advanced by the group

26.2.1 No material loans or borrowings were made by the group as at the last practical date.

26.2.2 No loans or borrowings have been made or security furnished by the group for the benefit of any director, manager or associate of any director or manager of the group, other than loans advanced to directors to acquire shares in the company.

27. MATERIAL CHANGES

Save for the acquisitions, further details of which is set out in Annexure 10, the LuxSE private placement and the SA private placement contemplated in this pre-listing statement:

27.1 there have been no other material changes in the financial or trading positions of the group since the company prepared its financial information for the period ended 28 February 2015; and

27.2 there have been no other changes in the business or trading objects of IHGL since incorporation.

28. SHARES ISSUED OTHER THAN FOR CASH

Save as disclosed in Annexure 10 and Annexure 20, no shares were issued or agreed to be issued by the company or its subsidiary since incorporation of the company other than for cash.

29. TAX CONSIDERATIONS

29.1 The company

Under current law, there is no income or corporate tax in the British Virgin Islands and neither the company nor its shareholders will be subject to any form of taxation under British Virgin Islands law. There are no capital gains taxes, capital transfer taxes, estate or inheritance duties under current British Virgin Islands law. No stamp duty is levied in British Virgin Islands on the transfer or redemption of shares.

29.2 The subsidiaries

To the extent that the company has subsidiaries that are located or tax domiciled in the United Kingdom, they will be subject to UK corporate tax (20% from 1 April 2015). There are no withholding taxes due on dividends declared out of the United Kingdom.

29.3 Shareholders

Shareholders will not be subject to British Virgin Islands taxation in respect of capital gains and income derived from the shares. Generally, the tax consequences of acquiring, holding, converting, repurchasing or disposing of the shares will depend on the relevant laws of the jurisdiction to which the shareholder is subject. These consequences will vary with the law and practice of the country of residence, domicile or incorporation of the shareholder and with his own personal circumstances. A potential shareholder is advised to consult professional advisers in this regard.

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SECTION FIVE – ADDITIONAL MATERIAL INFORMATION

30. MATERIAL CONTRACTS

30.1 Save as disclosed in Annexure 4, the group has not entered into any contracts relating to directors’ and managerial remuneration, secretarial and technical fees and restraint payments.

30.2 Save for the investment management agreement, further details of which are set out in Annexure 7, the acquisition agreements, further details of which is set out in Annexure 10 and the loan agreements set out in Annexure 21, the group has not entered into any other material contract, being a contract entered into other than in the ordinary course of business, within the two years prior the date of this pre-listing statement or at any time containing an obligation or settlement that is material to the group at the date of this pre-listing statement.

31. COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING

31.1 There have been no commissions paid or payable in respect of underwriting by the company in the three years preceding the date of this pre-listing statement.

31.2 No commissions, discounts or brokerages have been paid nor have any other special terms been granted in connection with the issue or sale of any shares in the share capital of the company, in the three years preceding the date of this pre-listing statement.

31.3 The group is not subject to any royalty agreements and no royalties are payable by the company.

31.4 Other than the investment management agreement, further details of which are set out in paragraph 3.3 above, the group is not subject to any other management agreements.

32. EXCHANGE CONTROL REGULATIONS

IHGL has obtained approval from the SARB for the listing of its shares on the AltX of the JSE, which listing is classified as an “inward listing” in terms of the Exchange Control Regulations.

In line with the Exchange Control approval obtained from the SARB, shares in the company will only be allotted and issued to the applicants on the listing date of the SA private placement shares and will only be issued on market as listed shares. The subscription for shares and the trade in shares subsequent to listing may only be done in terms of the Exchange Control Regulations.

Set out below is a summary of the Exchange Control Regulations relating to the subscription for shares in terms of the SA private placement and the trade in IHGL shares in South Africa only.

This summary of the Exchange Control Regulations is intended as a guide only and is therefore not comprehensive. If you are in any doubt you should consult an appropriate professional advisor immediately.

32.1 South African private individuals

The subscription for shares in terms of the SA private placement or the acquisition of shares on the market by a South African private individual will not affect such person’s foreign investment allowance under Exchange Control Regulations.

A South African private individual need not take any additional administrative actions and can instruct its broker to accept, buy and sell shares on its behalf in IHGL as it would with any other listed security on the JSE. Such shares are on the South African register and are Rand-denominated.

32.2 South African institutional investors

As announced by the Minister of Finance in the 2011 Medium-Term Budget Policy Statement, all inward listed shares on the JSE traded and settled in Rand are now classified as domestic for the purposes of Exchange Control. Accordingly, South African retirement funds, long-term insurers, collective investment scheme management companies and investment managers who have registered with the SARB Exchange Control Department as institutional investors for Exchange Control purposes and Authorised Dealers approved as such by SARB may now invest in such shares without affecting their permissible foreign portfolio investment allowances or foreign exposure limits.

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South African institutional investors may therefore subscribe for shares in terms of the SA private placement or acquire shares on the market without affecting their foreign portfolio investment allowances or foreign exposure limits.

32.3 Member brokers of the JSE

The Exchange Control Rulings provides for a special dispensation to local brokers to facilitate the trading in inward listed shares. South African brokers are now allowed, as a book-building exercise, to purchase IHGL shares offshore and to transfer the shares to IHGL’s South African share register. This special dispensation is confined to inward listed shares and brokers may warehouse such shares for a maximum period of thirty days only.

32.4 South African corporate entities, banks, trusts and partnerships

South African corporate entities, banks, trusts and partnerships may subscribe for shares in terms of the SA private placement or acquire shares on the market without restriction.

32.5 Non-residents of the common monetary area

Non-residents of the common monetary area may subscribe for shares in terms of the SA private placement or acquire shares on the market, provided that payment is received in foreign currency or Rand from a non-resident account.

Non-residents may sell IHGL shares on the market and repatriate the proceeds without restriction.

Former residents of the common monetary area who have emigrated may use emigrant blocked funds to subscribe for shares in terms of the SA private placement or acquire the shares on the market. The shares will be credited to their blocked share accounts at the Central Securities Depository Participant controlling their blocked portfolios. The sale proceeds derived from the sale of the shares will be transferred to the Authorised Dealer in foreign exchange controlling the emigrants’ blocked assets for credit to the emigrants’ blocked account.

32.6 Movement of IHGL shares between registers

Shares in IHGL are fully fungible and may be transferred between the Luxembourg and South African registers, subject to investors obtaining necessary exchange control approvals where necessary.

South African resident investors may only acquire shares, via the JSE, that are already on the South African branch register maintained by IHGL’s transfer secretaries.

Member brokers of the JSE may acquire shares on foreign exchanges and transfer shares to the South African register as described in paragraph 32.3 above.

Non-residents are not subject to Exchange Control Regulations and may freely transfer shares between branch registers.

33. ADVISOR’S INTERESTS

The names and business addresses of the company’s advisors are set out in the “Corporate information” section. Osiris Secretarial Services Limited is the company secretary whose details are also set out in the “Corporate information” section. Save for Miles Walton who is a director of Osiris Secretarial Services, the company’s advisors and the company secretary do not have any interests in IHGL shares.

34. STATEMENT AS TO LISTING ON THE LUXSE AND THE JSE

The LuxSE has granted IHGL a listing of up to 2 650 000 shares on the Euro MTF under the abbreviated name “Int Hotel” and ISIN: VGG7396G1046, with effect from the commencement of trade on Friday, 31 July 2015.

The JSE has granted IHGL a listing of up to approximately 15 000 000 shares on the AltX of the JSE under the abbreviated name: “Int Hotel” and JSE share code: “IHG” and ISIN: VGG7396G1046, with effect from the commencement of trade on Wednesday, 14 October 2015.

35. GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW

There is no government protection or any investment encouragement law pertaining to any of the businesses operated by the group.

36

36. CORPORATE GOVERNANCE

The company has adhered to the Ten Principles of Corporate Governance of the LuxSE set out in Annexure 22.

37. LITIGATION STATEMENT

There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened) of which the company is aware, which may have or have had a material effect on the financial position of the company since incorporation.

38. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are given in paragraph 3.1.1 of this pre-listing statement, collectively and individually, accept full responsibility for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this pre-listing statement contains all information required by law, the LuxSE Rules and Regulations and the JSE Listings Requirements.

39. CONSENTS

Each of the corporate advisor and the sponsor, independent reporting accountant and auditor, the LuxSE listing agent, the independent property valuer, the bankers, the transfer secretaries and the company secretary have consented in writing to act in the capacities stated and to their names appearing in this pre-listing statement and have not withdrawn their consent prior to the publication of this pre-listing statement.

The independent reporting accountant, auditor and the independent property valuer have consented to the inclusion of their reports in the form and context in which they are included in the pre-listing statement, which consents have not been withdrawn prior to the publication of this pre-listing statement.

40. ISSUE EXPENSES

The issue expenses (excluding VAT) relating to the transaction which have been incurred or that are expected to be incurred by the group are presented in the table below.

Expense Recipient R GBP

Corporate advisory and sponsor Java Capital 3 000 000 150 000Independent reporting accountants’ fee Deloitte 250 000 12 500Property valuer’s fees Savills 252 000 12 600Legal fees Cliffe Dekker Hofmeyr 150 000 7 500Transfer secretarial fees Computershare 35 000 1 750JSE listing fees JSE 25 582 1 279JSE documentation inspection fee JSE 61 749 3 087JSE inspection fees for review of the AoA JSE 7 187 359Printing and marketing Ince 50 000 2 500Strate fees Strate Nil NilContingency Other 268 482 13 425

Total preliminary and issue expenses 4 100 000 205 000

41. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the company’s registered office and from the company’s JSE sponsor during business hours from date of issue of the pre-listing statement up to and including Wednesday, 14 October 2015:

41.1 the MoA and AoA of the company;

41.2 the Memorandum and Articles of Association of the subsidiaries;

41.3 the acquisition agreements, further details of which are set out in Annexure 10;

41.4 the investment management agreement, extracts of which are set out in Annexure 7;

37

41.5 the secondment agreements of the executive directors, extracts of which are set out in Annexure 4;

41.6 the summary valuation report prepared by the independent property valuer as set out in Annexure 8;

41.7 the detailed valuation reports prepared by the independent property valuer;

41.8 the letters of consent referred to in paragraph 39 above;

41.9 the signed reports by the independent reporting accountant the contents of which are set out in Annexure 13A, Annexure 13B, Annexure 15, Annexure 16 and Annexure 18;

41.10 the audited financial statements of the group for the period from incorporation to 28 February 2015;

41.11 the reporting accountants’ report on the statement of financial position of Sandgate Worcester Limited;

41.12 the special purpose audit opinions on the statements of financial position of Redefine Dunstable and Redefine Belvedere; and

41.13 the written resolutions of the company.

Signed in the British Virgin Islands by Miles Walton on his behalf and on behalf of all of the directors of the company on Thursday, 1 October 2015 in terms of powers of attorney granted by them.

____________________________________Miles Walton

____________________________________For: Helder Pereira, a director, herein represented by Miles Walton under and in terms of a power of attorney executed on Thursday, 27 August 2015.

____________________________________For: David Hart, a director, herein represented by Miles Walton under and in terms of a power of attorney executed on Thursday, 10 September 2015.

____________________________________For: Peter Todd, a director, herein represented by Miles Walton under and in terms of a power of attorney executed on Thursday, 27 August 2015.

____________________________________For: Daniel Romburgh, a director, herein represented by Miles Walton under and in terms of a power of attorney executed on Thursday, 27 August 2015.

38

Annexure 1

GROUP STRUCTURE

Set out below is the group structure of International Hotel Group Limited post the implementation of the SA private placement.

Redefine BDL Hotel Group Limited

(British Virgin Islands)

Shareholders on the LuxSE and the JSE

Investment Management Agreement

International Hotel Group Limited


Redefine Belvedere Limited


Redefine Dunstable Limited


Travelodge, Belvedere(Hotel property)

100%

100%

Gateway Hotel Dunstable Limited

Holiday Inn Express, Dunstable

(Hotel property)

The Worcester Whitehouse Hotel (Hotel property)

RBDL Capital Managers Limited

(British Virgin Islands)100%

100% 100%

Business Operational Assets (Stock, debtors,

employees, etc.)

Sandgate Worcester Limited

(United Kingdom)

Sandgate Worcester Investments Limited (United Kingdom)

Lease

100%

39

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40

Annexure 3

INFORMATION ON THE DIRECTORS OF THE COMPANY

1. DIRECTORS’ EMOLUMENTS

1.1 The emoluments of the directors anticipated to be paid for the financial period from incorporation to 31 August 2015 are set out in the table below:

Basic salaries Directors’ fees TotalDirector £ £ £

Executive directorsHelder Pereira 20 000 – 20 000David Hart 20 000 – 20 000Non-executive directorsPeter Todd – 1 300 1 300Miles Walton – 1 300 1 300Daniel Romburgh – 1 300 1 300Total 40 000 3 900 43 900

1.2 Save as disclosed in the table in paragraph 1.1 above and paragraph 3.3.2 of the pre-listing statement, the directors did not receive any emoluments in the form of:

1.2.1 management, consulting, technical or other fees paid for such services rendered, directly or indirectly, including payments to management companies, a part of which is then paid to a director of the company;

1.2.2 basic salaries;

1.2.3 bonuses and performance-related payments;

1.2.4 sums paid by way of expense allowance;

1.2.5 any other material benefits received;

1.2.6 contributions paid under any pension scheme; or

1.2.7 any commission, gain or profit-sharing arrangements.

1.3 Save for Helder Pereira and David Hart, who are remunerated by the Redefine BDL Hotel Group, the remainder of the directors are remunerated by IHGL.

1.4 As the company was incorporated on 10 February 2015, no fees have been paid to the directors of the company as at the last practicable date.

1.5 No share options or any other right have been given to a director of the company in respect of providing a right to subscribe for shares in IHGL.

1.6 No shares have been issued and allotted in terms of a share purchase or share option scheme for any of the employees.

1.7 Save as disclosed in paragraph 1.3 above, the directors did not receive any other remuneration or benefit in any form from any subsidiary, joint venture or third party management or advisory company.

1.8 Save for the fees payable to the investment manager, further details of which are set out in paragraph 3.3.2 of the pre-listing statement, the company has not paid and will not pay any other fees or incurred any fees that are payable to a third party in lieu of directors’ fees.

1.9 The remuneration received by any of the directors will not be varied as a consequence of any transactions.

1.10 Save for the relationship with the investment manager, as set out in paragraph 4 of the pre-listing statement, the business of IHGL, or any part thereof, is not managed or proposed to be managed by any third party under contract or arrangement.

1.11 Save as disclosed in Annexure 4, the company has not entered into any contracts relating to the directors’ and managerial remuneration, secretarial and technical fees and restraint payments.

41

2. DIRECTORS’ INTERESTS

2.1 Directors’ interests in IHGL shares

2.1.1 Set out below are the direct and indirect beneficial interests of directors and their associates as at the last practicable date:

Beneficially heldDirectors Directly Indirectly Total %

Helder Pereira – – – –David Hart – – – –Peter Todd – – – –Miles Walton* – 2 124 000 2 124 000 80Daniel Romburgh – – – –Total – 2 124 000 2 124 000 80

* Miles Walton, through his 100% holding in Oceantides Property Holdings Limited, post the LuxSE listing, indirectly holds 80% of the issued share capital of the company.

2.1.2 Set out below are the direct and indirect beneficial interest of directors and their associates post the SA private placement and listing:

Beneficially heldDirectors Directly Indirectly Total %

Helder Pereira – – – –David Hart – – – –Peter Todd – – – –Miles Walton – 2 124 000 2 124 000 14.16Daniel Romburgh – – – –

Total – 2 124 000 2 124 000 14.16

2.1.3 There has been no change to the director’s interests disclosed in paragraphs 2.1.1 and 2.1.2 above for the period from incorporation to the date of the pre-listing statement.

2.2 Directors’ interests in transactions

Other than Miles Walton’s interest in the Sandgate acquisition, further details of which are set out in Annexure 11, none of the directors of the company have or had any material beneficial interest, direct or indirect, in transactions that were effected by the group during the current financial year and which remain in any respect outstanding or unperformed.

3. INTEREST OF DIRECTORS AND PROMOTERS

3.1 No amount has been paid, or is accrued as payable, since incorporation of the company, or is proposed to be paid to any promoter or to any partnership, syndicate or other association of which such promoter is or was a member and no other benefit has been given or is proposed to be given to such promoter, partnership, syndicate or other association within the said period.

3.2 None of the directors and promoters of IHGL has received any material beneficial interest, direct or indirect, in the promotion of the company and its properties as disclosed in Annexure 10 since incorporation of the company to the date of this pre-listing statement. This includes a partnership, company, syndicate or other association.

3.3 No amount has been paid, or agreed to be paid, since incorporation of the company to the date of this pre-listing statement, to any director of IHGL or to any company in which such director is beneficially interested, directly or indirectly, or of which he is a director (“the associate company”) or to any partnership, syndicate or other association of which he is a member (“the associate entity”), in cash, securities or otherwise, by any person, either to induce him to become, or to qualify him as a director or otherwise for services rendered by him or by the associate company or the associate entity in connection with the promotion or formation of the group.

42

4. BORROWING POWERS

4.1 The borrowing powers exercisable by the directors of the group are unlimited. The borrowing powers of the group may not be varied unless a special resolution has been passed by the shareholders with the support of 75% of the voting rights exercised.

4.2 The borrowing powers have not been exceeded since incorporation of the company. There are no exchange control or other restrictions on the borrowing powers of IHGL. Further information related to the borrowing powers of directors are set out in Annexure 6.

5. DIRECTORS’ DECLARATIONS

5.1 In December 2008 Peter Todd resigned as a director of a UK registered company, Modus Corovest Blackpool Ltd. On 17 August 2009, the company was placed in liquidation as its Irish bankers refused to convert its construction bond into a mortgage bond in light of the Irish banking crisis. No adverse finding was made.

5.2 Stephen Carlin was a director of Trinity Walk Wakefield Ltd, a property development company, which was put into administration when bank funding was withdrawn.

5.3 Save as disclosed in paragraph 5.1 and 5.2 above, none of the directors of the company and the subsidiaries have:

5.3.1 been a director of a company that has been put into liquidation or been placed under business rescue proceedings or had notices delivered in terms of section 129(7) of the SA Companies Act or entered into receiverships, compulsory liquidation, creditors’ voluntary liquidations, administrations, company voluntary arrangements or any compromise or arrangement with creditors generally or any class of creditors of a company or had an administrator or other executor appointed; during the period when he was (or within the preceding 12 months had been) one of its directors, or alternate directors or equivalent position;

5.3.2 either themselves or any company of which he was a director or an alternate director or officer at the time of the offence, been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the SA Companies Act;

5.3.3 been removed from an office of trust, on grounds of misconduct, involving dishonesty;

5.3.4 been disqualified by a court from acting as a director of the company, or from acting in management or conduct of the affairs of any company;

5.3.5 been convicted of an offence resulting from dishonesty, fraud, theft, perjury, misrepresentation or embezzlement;

5.3.6 been adjudged bankrupt or sequestrated in any jurisdiction;

5.3.7 been involved in any insolvencies or individual compromise arrangements;

5.3.8 been a party to a scheme of arrangement or made any other form of compromise with his creditors;

5.3.9 been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities;

5.3.10 had any court grant an order declaring him to be a delinquent or placed such director under probation in terms of section 162 of the SA Companies Act and/or 47 of the Close Corporations Act, 1984 (Act No. 69 of 1984) of South Africa;

5.3.11 been barred from entry into any profession or occupation;

5.3.12 been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the SA Companies Act;

5.3.13 has received any official public criticisms by any statutory or regulatory authorities (including recognised professional bodies);

5.3.14 entered into any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where such person is or was a partner at the time of or within the 12 months preceding such event;

5.3.15 entered into receiverships of any asset(s) of such person or of a partnership of which the person is or was a partner at the time of, or within the 12 months preceding, such event; or

5.3.16 been involved in any offence involving dishonesty committed by such person.

43

Annexure 4

SECONDMENT AGREEMENTS

The company is an initiative of the Redefine BDL Hotel Group to create a specialist hotel ownership vehicle to take advantage of Redefine BDL Hotel Group’s unique position in the hotel and leisure industry. In order to provide assistance to the company in the furtherance of its objectives, Redefine BDL Hotel Group has agreed to second and otherwise procure the services of appropriately qualified individuals, with all due skill and experience, to the company to fulfil the roles of chief executive officer and chief financial officer. The salient features of the secondment agreements for the chief executive officer and the chief financial officer are set out below.

1. SECONDMENT AGREEMENT ENTERED INTO BETWEEN HELDER PEREIRA AND THE COMPANY

1.1 Commencement date and termination date

1.1.1 Helder was appointed as chief executive officer of the company on 31 March 2015 (“the commencement date”).

1.1.2 The appointment is terminable by either party giving three calendar months’ written notice to the other party, provided that no such notice may be given by Helder or the company during the one year period commencing on the commencement date. After such one year period this agreement shall continue in perpetuity subject to the right of either party to terminate same by giving three calendar months’ written notice to the other party.

1.1.3 Notwithstanding the above, Helder’s appointment may be terminated summarily by the company without compensation or payment:

1.1.3.1 if Helder commits a material breach of any of his obligations under the agreement and fails to remedy such breach within 14 (fourteen) days of receipt of notice from the company requiring him to do so; and/or

1.1.3.2 in any circumstances justifying such termination at law or under the company’s articles of association.

1.2 Duties and responsibilities

1.2.1 Helder will during the currency of his appointment:

1.2.1.1 perform such duties assigned to him from time to time by the board as are consistent with his status;

1.2.1.2 devote as much of his time and attention as circumstances reasonably require to the business and affairs of the company;

1.2.1.3 comply with all lawful instructions given to him by the company from time to time and whenever required to do so, give an account to the company of all transactions, matters and things relating to the execution of his duties towards the company in terms hereof;

1.2.1.4 attend all meetings required of him by the company unless he is for good reason unable to do so and give notice thereof to the company;

1.2.1.5 not exceed or purport to exceed or purport to have the right to exceed the express limits of his authority as an executive of the company or such authorities as may necessarily be implied by virtue of his capacity and functions, for the time being;

1.2.1.6 carry out his functions and duties for the company lawfully and in compliance with all lawful obligations of the company;

1.2.1.7 actively expand and promote the activities and growth of the company;

1.2.1.8 not act on behalf of the company in a manner which could bring discredit or injury to the company,

provided that all such functions and duties will be consistent with the Helder’s capacity and status and will fall reasonably within the scope of activities required of an employee in such capacity and status.

44

1.3 Remuneration

1.3.1 The cost of Helder’s employment will be borne by the Redefine BDL Hotel Group. No additional fee will be paid for serving on any committee of the board.

2. SECONDMENT AGREEMENT ENTERED INTO BETWEEN DAVID HART AND THE COMPANY

2.1 Commencement date and termination date

2.1.1 David was appointed as chief financial officer of the company on 31 March 2015 (“the commencement date”).

2.1.2 The appointment is terminable by either party giving three calendar months’ written notice to the other party, provided that no such notice may be given by David or the company during the one-year period commencing on the commencement date. After such one year period this agreement shall continue in perpetuity subject to the right of either party to terminate same by giving three calendar months’ written notice to the other party.

2.1.3 Notwithstanding the above, David’s appointment may be terminated summarily by the company without compensation or payment:

2.1.3.1 if David commits a material breach of any of his obligations under the agreement and fails to remedy such breach within 14 (fourteen) days of receipt of notice from the company requiring him to do so; and/or

2.1.3.2 in any circumstances justifying such termination at law or under the company’s articles of association.

2.2 Duties and responsibilities

2.2.1 David will during the currency of his appointment:

2.2.1.1 perform such duties assigned to him from time to time by the board as are consistent with his status;

2.2.1.2 devote as much of his time and attention as circumstances reasonably require to the business and affairs of the company;

2.2.1.3 comply with all lawful instructions given to him by the company from time to time and whenever required to do so, give an account to the company of all transactions, matters and things relating to the execution of his duties towards the company in terms hereof;

2.2.1.4 attend all meetings required of him by the company unless he is for good reason unable to do so and give notice thereof to the company;

2.2.1.5 not exceed or purport to exceed or purport to have the right to exceed the express limits of his authority as an executive of the company or such authorities as may necessarily be implied by virtue of his capacity and functions, for the time being;

2.2.1.6 carry out his functions and duties for the company lawfully and in compliance with all lawful obligations of the company;

2.2.1.7 actively expand and promote the activities and growth of the company;

2.2.1.8 not act on behalf of the company in a manner which could bring discredit or injury to the company,

provided that all such functions and duties will be consistent with the David’s capacity and status and will fall reasonably within the scope of activities required of an employee in such capacity and status.

2.3 Remuneration

2.3.1 The cost of David’s employment will be borne by the Redefine BDL Hotel Group. No additional fee will be paid for serving on any committee of the board.

45

Annexure 5

CURRENT AND PAST DIRECTORSHIPS AND PARTNERSHIPS

The table below lists the companies and partnerships of which each director of the company or major subsidiary is currently a director or partner as well as the companies and partnerships of which each director of the company or major subsidiary was a director or partner over the five years preceding this pre-listing statement:

Director Current directorships and partnershipsDirectorships and partnerships held in the past five years

Helder Pereira International Hotel Group Limited, Redefine BDL Hotel Group Limited, Redefine BDL Hotels UK Limited, Redefine Earls Court Management Limited, Redefine BDL Management Limited, Hotel Employees (General Managers) Limited, Hotel Employees (Leicester) Limited, Hotel Lease Limited, Redefine BDL Management (Two) Limited, Whitehouse Hotels (2005) Limited

None

David Hart International Hotel Group Limited, Hotel Employees (General Managers) Limited, Hotel Employees (Leicester) Limited, Hotel Lease Limited, Redefine BDL Hotels UK Limited, Redefine BDL Management (Two) Limited, Redefine BDL Management Limited, Redefine Earls Court Management Limited, Redefine Hotel Management Limited, Whitehouse Hotels (2005) Limited, Hotel Lease (Number 2) Limited

None

46


Peter Todd Aviation Crew Resource South Africa Proprietary Limited, Botraysa Limited, Ciref German Portfolio Limited, Daytona Capital Management Limited, Delta International Property Holdings Limited, Drake Admin Services Limited, Drake Fund Advisors Limited, Drake Fund Advisors SA Proprietary Limited, Drake Fund Services Limited, Drake Incubator PCC, Green Flash Properties Limited, The Hampshire Motor Investment Company Limited, Heavy Lift Charters Limited, Hover Aviation Insurance Limited, ISIS Corporate Services Limited, ISIS Directorship Services Limited, Jacksons Investments Limited, Melrose Venture Capital Holdings Limited, Myapro Investments Pty Limited, North South Mews Limited, Oakfield Venture Capital SPC Limited, Osiris Financial Management Limited, Osiris Fund Managers Limited, Osiris Insurance Management Limited, Osiris International Trustees Limited, Osiris Management Services Limited, Osiris Secretarial Services Limited, Premier Capital Managers Limited, Reinsurance Solutions Limited, International Hotel Group Limited, Rock Holdings Limited, Starlite Aviation Operations Limited, Starlite Holdings Proprietary Limited, Start Incorp Services Limited, Telestream Communications Limited, Worldwide Property Opportunities Limited, Altus Investments Limited, Buckland Capital Managers Limited, Delta International Mauritius Limited, DIF 1 CO Limited, Greenwich, Heavy Lift Charters Mauritius, HM&K, Hodarihold Limited, Osiris Corporate Solutions (Mauritius) Limited, SAL Investment Holdings Limited, Sofrica Holdings Limited, Sofrica Investment Company Limited, Starlite International Limited

36 South Limited, Desideratum Portfolio SPC Limited, (Fmly Global Portfolio SPC Limited), Magatar Mining Limited, New Frontier Properties Limited, Osiris Advisors Limited, Osiris Properties International Limited, Redefine International Holdings Limited, Southern View Finance UK Limited, Southern View Finance Mauritius Limited

47


Miles Walton Acton Properties Limited, African Property Development Fund Limited, Atlantic Engineering Global Limited, Beretta Finance Limited, Birchwood Warrington Limited, BNRI Earls Court Limited CGI Capital Limited, Churchill Court Limited, Ciabatta Limited Ciref Ashtead Limited, Ciref Coventry Limited, Ciref Crawley Investments Limited, Ciref Crawley Limited, Ciref Jersey Limited, Ciref Malthurst Limited, Ciref Margate Limited, Ciref Margate Two Limited, Ciref Reigate Limited, Ciref Streatham Limited, Control Services Corp. (Formerly Mailcon Corp), Coronation Group Investments Limited, Custody Investment Services Limited, Fletcher International (BVI) Limited, Geneva Management Group (BVI) Limited, Gibson Property Holdings Limited, Glentoran Limited, The Global Asset Allocation Fund SPC Limited, Golden Eagle Innovations Limited, Grand Arcade Wigan Limited, Greyhound Investing Corp, HLC Investments Limited, Inkstone Property Number 1 Limited, ISIS Corporate Services Limited, ISIS Directorship Services Limited, KSP Investments Limited, Manga Group Investments Limited, Mayfare Investments Limited, McAllister (PTC) Limited, Newington House Limited, Osiris International Cayman Limited, Osiris International Trustees Limited, Osiris Management Services Limited, Osiris Secretarial Services Limited, International Hotel Group Limited, Redefine BDL Hotel Group Limited, Redefine Edgbaston Limited, Redefine Enfield Limited, Redefine Harrow Limited, Redefine Hotel Holdings Limited, Nominees Inc., Limited, Seaham Wax Limited, Securities House Redefine Wigan Limited, RIN Warehousing Co. Street Limited, Redefine Waterside Leeds Limited, Management Holdings Limited, Redefine North Managers Europe Limited, Redefine International Reading Limited, Redefine International Fund Hotels Portfolio VI Limited, Redefine Hotels Redefine Hotels Portfolio V Limited, Redefine Limited, Redefine Hotels Portfolio IV Limited, Portfolio 2 Limited, Redefine Hotels Portfolio III Hotels Portfolio 1 Limited, Redefine Hotels Redefine Hotels Edinburgh Limited, Redefine Silberhorn Management Services Limited, St Georges Harrow Limited, Start Incorp Services Limited, Streatham Property Holdings Limited, Superior Leisure Developments Limited,

Aguila Nominees Limited, Anshun Services Limited, Belvedere Investments Limited, CMS Limited, Coin Consultancy Limited, DW Trustees (B.V.I.) Limited, Eighty Eight Family Company Limited, EQ Corporate Services (BVI) Limited, EQ Directors Limited, EQ Executorship Services (BVI) Limited, EQ Fund Services (BVI) Limited, EQ Incorp Directors (BVI) Limited, Equity Directors (Panama) Limited, Equity HTM Services Limited, Equity HTM Trust (Bermuda) Limited, Equity Presidents (Panama) Limited, Equity Treasurers (Panama) Limited, Equity Trust (BVI) Limited, First Island (BVI) Limited, F.M.C. Limited, Fort Trust Company Limited, Global Explorer Fund Limited, Global Opportunity Property SOC Limited, Guardian Trust and Securities Co. Limited, Hamilton Trust & Management Company Limited, Havelet Trust Company (BVI) Limited, Insinger Corporate Formations (BVI) Limited, Insinger Insurance Services (BVI) Limited, Insinger Trust (BVI) Limited, Insinger Trustee Services (BVI) Limited, Jai Services Limited, JTC (BVI) Limited, Marek Limited, M N Limited, Moore Stephens International Services (BVI) Limited, Neston Corporation, Nomura Trust Company (BVI) Limited, NTC Directors Limited, NTC Nominees Limited, Optimal Corporate Services (BVI) Limited, Pan American Energy Investments Limited, PAS Limited, Quadrangle Trust Company (BVI) Limited, Quorum Corporate Services Limited, Rothschild Trust BVI Limited, RTB Treasurers Limited, Saba Rock (BVI) Limited, Sage Trust Company Limited, S.C.S. Limited, Sendai Holdings Limited, Shellbourne Trustees (BVI) Limited, Shellbourne Trust Company (BVI) Limited, Shellbourne Trust Corporation Silver Shadow Limited, Solway Limited, SPC Directors Limited, Stonewall Resources Limited, Telestream International Limited, Tiepin Services Limited, Wickham’s Cay Trust Company Limited, Woodson Capital Limited

48


Swansea Estates Limited, The MRS Global Opportunities Fund Limited, Tritam Investments Limited, Trito Gibson Limited, Trito Kwik-Fit Limited, Trito Newport Limited, Universal International Management (BVI) Limited, West Orchards Coventry Limited, Weston Favell Limited

Daniel Romburgh

International Hotel Group Limited, New Frontier Properties Limited, Green Flash Properties Limited, Baystone Holdings Limited, RSM Investments Limited, Osiris Corporate Solutions Mauritius Limited

Southern View Finance (Mauritius) Limited, CFS Fund Services (South Africa) Proprietary Limited, Caledonian Fund Services (South Africa) Proprietary Limited, Tivani Development Proprietary Limited, Tzaneen Mining Projects Proprietary Limited, First Platinum Proprietary Limited

Stewart Campbell

Redefine BDL Management Limited, Ramcore Chatham Limited, Chatham Maritime F5 Construction Limited, Chatham Maritime F5 Developments Limited, BDL Milton Keynes Limited, Redefine BDL Management (Two) Limited, Hotel Employees Limited, Hotel Lease Limited, Whitehouse Hotels (2005) Limited, Hatfield Hotel Limited Hotel Gatwick Limited, BDL Shetland Developments Limited, BDL Shetland Operations Limited, Bdl Shetland Limited, BDL Nominees 2005 Limited, BDL Nominees Limited, Smarter All-Round Solutions Limited, Hotel Lease (Number 2) Limited, Redefine BDL Hotels UK Limited, Sandgate Worcester Limited, Hotel Employees (General Managers) Limited, Sandgate Worcester Investments Limited, Hotel Employees (Leicester) Limited, Redefine Earls Court Management Limited, Redefine Hotel Management Limited

BDL Capital LLP, BDL Pacific Quay LLP, Gateway Hotel (Nottingham Limited, Ramcore Operations (Three) Limited, Ramcore Hotels Limited, Ramcore Operations (Two) Limited, Ramcore Operations Limited, ES Properties (Liverpool) Limited, Victoria Docks Hotel Company (Number Two) Limited, Hotel Lease (Number 3) Limited, Sutton Coldfield Hotel Limited, Greenock Hotels Limited, BDL (Heathrow) Holdings Limited, BDL Investments LLP, Ramcore Development Company Limited, BDL Operations Limited, BDL Nominees (No. 2) Limited, BDL Ventures Limited

Stephen Carlin Bushmans Rock (Proprietary) Limited, Cool Ideas 90 Properties Limited, FBAD Properties Limited, Green Flash Properties Limited, Mobile SOS Limited, Pearl House Residents Association Limited, Pearl House Swansea Limited, Redefine BDL Hotel Group Limited, Sandgate Properties Limited, Sandgate Worcester Limited, Zeno-Carlo Proprietary Limited

Byron Place Seaham Limited, Ciref Kwik-Fit Stafford Limited, Ciref Kwik-Fit Stockport Limited, Corovest Offshore Limited, Grand Arcade Wigan Limited, Princes Street Investment Limited, Redefine BDL Hotels UK Limited, Redefine BDL Management Limited, Redefine Earls Court Management Limited, Redefine Hotel Management Limited, Redefine International Group Services Limited, Redefine Investment Managers UK Limited, Redefine Int. Fund Managers Limited, Redefine International Property Management Limited, Redefine Properties International Limited, Redefine South Ockendon Limited, Redefine Spectrum Retail Management Limited, Regeneration Capital Limited, Standishgate Wigan Limited, Trinity Walk Wakefield Limited, West Orchards Coventry Limited

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Stacey Olson Acton Properties Limited, Beretta Finance Limited, BNRI Earls Court Limited, Cadiz Dynamic Global Opportunities Fund Limited, Cadiz Dynamic New World Opportunities Fund Limited, Carroll Industrial Holdings Limited, CGI Capital Limited Churchill Court Limited, Ciref Ashtead Limited, Ciref Coventry Limited, Ciref Crawley Investments Limited, Ciref Crawley Limited, Ciref Europe Limited, Ciref Jersey Limited, Ciref Malthurst Limited, Ciref Margate Limited, Ciref Margate Two Limited, Ciref Reigate Limited, Ciref Streatham Limited, Coronation Group Investments Limited, Delta International Feeder Fund Limited, Double B Investments Limited, Drake Incubator PCC, Gibson Property Holdings Limited, Golden Eagle Innovations Limited, Grand Arcade Wigan Limited, Greyhound Investing Corp, Grit Cap Limited, HLC Investments Limited, Hover Aviation Insurance Limited, Inkstone Property Number 1 Limited, KSP Investments Limited Melrose Venture Capital Holdings Limited, New Frontier Feeder Fund Limited, Newington House Limited, Petersfield Properties Limited, RBDL Capital Managers Limited, Redefine Arches Watford Limited, Redefine AUK Holdings Limited, Redefine Belvedere Limited, Redefine Camino Park Crawley Limited, Redefine Charing Cross Road Limited, Redefine City Point Leeds Limited, Redefine Deansgate Manchester Limited, Redefine Dunstable Limited, Redefine Enfield Limited, Redefine Express Park Bridgewater Limited, Redefine Grosvenor Street Limited, Redefine Harrow Limited, Redefine Hotel Holdings Limited, Redefine Hotels Edinburgh Limited, Redefine Hotels Portfolio 1 Limited, Redefine Hotels Portfolio 2 Limited, Redefine Hotels Portfolio III Limited, Redefine Hotels Portfolio IV Limited, Redefine Hotels Portfolio V Limited, Redefine Hotels Portfolio VI Limited, Redefine Hotels Reading Limited, Redefine International Feeder Fund Limited, Redefine Kingsthorne Kettering Limited, Redefine Kingston Park Newcastle Limited, Redefine Lake View Warrington Limited,

None

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Redefine Lochside View Edinburgh Limited, Redefine London Road Limited, Redefine North Street Limited, Redefine Omnibus Reigate Limited, Redefine Paragon Square Hill Limited, Redefine Priory Park Merton Limited, Redefine Severalls Colchester Limited, Redefine St Davids Bangor Limited, Redefine Waterside Leeds Limited, Redefine Wigan Limitedn Seaham Wax Limited, Silberhorn Management Services Ltd, St Georges Harrow Limited, Streatham Property Holdings Ltd, Swansea Estates Ltd, The El Madnor Real Estate Fund SPC Ltd, Thornton Retirement PCC Tola Management (PTC) Limited, Tritam Investments Ltd Trito Blackpool Limited, Trito Gibson Limited, Trito Kwik-Fit Limited, Trito Newport Limited, West Orchards Coventry Limited, Weston Favell Limited

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Annexure 6

EXTRACTS FROM THE MoA AND AoA

The MoA and AoA of IHGL contains, inter alia, provisions with the effect of providing for the appointment, qualification, remuneration and borrowing powers, interests of directors and dividends as set out below:

“4. CAPACITY AND POWERS

Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

(b) for the purposes of paragraph (a), full rights, powers and privileges.

For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.”

“5. NUMBER AND CLASSES OF SHARES

5.1 The Company is authorised to issue a maximum of 1 000 000 000 Ordinary Shares of a single class with a par value of £0.001 each of which ranks pari passu in respect of all rights conferred upon Ordinary Shareholders in terms of the provisions of the Memorandum and Articles.

5.2 Subject to the rules of any securities exchange on which the Shares are listed, the Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.

5.3 Subject to the rules of any securities exchange on which the Shares are listed, the Company may issue a class of Shares in one or more series. The division of a class of Shares into one or more series and the designation to be made to each series shall be determined by the directors from time to time.”

“6. RIGHTS OF SHARES

Each Ordinary Share in the Company confers upon the Shareholder:

(a) the right to one vote on any Resolution of Ordinary Shareholders;

(b) the right to an equal share in any dividend paid by the Company; and

(c) the right to an equal share in the distribution of the surplus assets of the Company.”

“2. SHARES

2.1 Shares in the Company which are authorised but unissued shall be offered to the existing Shareholders of that class of Shares pro rata to their respective holdings of the Shares of that class in the Company unless the relevant issue of Shares:

(a) is for the acquisition of assets, is a vendor consideration placing related to an acquisition of assets, or is an issue for the purposes of an amalgamation or merger; or

(b) is an issue pursuant to options or conversion rights; or

(c) is an issue in terms of an approved share incentive scheme; or

(d) is an issue of shares for cash (as contemplated in the LuxSE Rules and Regulations and the JSE Listings Requirements), which has been approved by the Shareholders by Ordinary Resolution, either by way of a general authority (which may be either conditional or unconditional) to issue Shares in its discretion or a specific authority in respect of any particular issue of Shares, in accordance with the LuxSE Rules and Regulations and the JSE Listings Requirements, provided that, if such approval is in the form of a general authority to the Directors, it shall be valid only until the next annual general meeting of the Company or for 15 months from the date of the passing of the Ordinary Resolution, whichever is the earlier, and it may be varied or revoked by any general meeting of the Shareholders prior to such annual general meeting; or

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(e) otherwise falls within a category in respect of which it is not, in terms of the LuxSE Rules and Regulations and the JSE Listings Requirements, a requirement for the relevant Shares to be so offered to existing Shareholders of that class; or

(f ) is otherwise undertaken in accordance with an authority approved by Shareholders in general meeting,

provided that if any fraction of a Share will have to be issued pursuant to such an offer, that fraction may be rounded off in accordance with the rounding principle (that is, a Shareholder becoming entitled to a fraction of a Share arising from such an offer will be rounded up or down to the nearest whole number in accordance with the rounding principle whereby fractions of 0.5 and above will be rounded up and fractions below 0.5 will be rounded down)..

2.2 The Board shall not have the power to:

(a) create any class of Shares; or

(b) increase or decrease the number of authorised Shares of any class of the Company’s Shares; or

(c) consolidate and reduce the number of the Company’s issued and authorised Shares of any class; or

(d) vary any of preferences, rights, limitations and other terms associated with each class of Shares; or

(e) convert one class of Shares into one or more other classes; or

(f ) subdivide its Shares of any class by increasing the number of its issued and authorised Shares of that class without an increase of its capital; or

(g) determine the preferences, rights, limitations or other terms of any Shares, or

(h) change the name of the Company

and such powers shall only be capable of being exercised by the Shareholders by way of a Special Resolution of the Shareholders and amendment to the Memorandum and Articles.

2.3 Each Share issued by the Company has associated with it an irrevocable right of the Shareholder to vote on any proposal to amend the preferences, rights, limitations and other terms associated with that Share. The variation of any preferences, rights, limitations and other terms associated with any class of Shares as set out in the Memorandum and Articles may be enacted only by an amendment of the Memorandum and Articles approved by Special Resolution of the Shareholders at a combined general meeting. If any amendment of the Memorandum and Articles relates to the variation of any preferences, rights, limitation and other Share terms attaching to any other class of Shares already in issue, that amendment must not be implemented without a Special Resolution, taken by the holders of Shares in that class at a separate meeting. In such instances, the holders of such Shares will be allowed to vote at the meeting of Shareholders, subject to Sub-Regulation 12.2.

2.4 The authorisation and classification of Shares, the creation of any class of Shares, the conversion of one class of Shares into one or more other classes, the consolidation of securities, the sub-division of securities, the change of the name of the Company, the increase of number of Securities, and, subject to Sub-Regulation 2.3, the variation of any preferences, rights, limitations and other terms associated with each class of Shares as set out in the Memorandum and Articles may be changed only by an amendment of the Memorandum and Articles by Special Resolution of the Shareholders at a combined general meeting and in accordance with the LuxSE Rules and Regulations and the JSE Listings Requirements, to the extent required, save if such an amendment is ordered by a court of law.

2.5 No Shares may be authorised in respect of which the preferences, rights, limitations or any other terms of any class of Shares may be varied and no such resolution may be proposed to Shareholders for rights to include such variation in response to any objectively ascertainable external fact or facts.

2.6. The Company may only issue Shares which are fully paid up and freely transferable and only within the classes and to the extent that those Shares have been authorised by or in terms of the Memorandum and Articles.

2.7 Subject to Sub-Regulation 2.10, a Share may be issued for consideration in any form, including money, a promissory note, real property, personal property (including goodwill and know-how) or a contract for future services.

2.8 All Securities of the Company for which a listing is sought on the LuxSE and the JSE and all Securities of the same class as Securities of the Company which are listed on the LuxSE and the JSE must, unless specifically required by the Act, only be issued after the Company has received the consideration approved by the Board for the issuance of such Securities.

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2.9 Alterations of Share capital, authorised Shares and rights attaching to a class/es of Shares; all issues of Shares for cash and all issues of options and convertible securities granted or issued for cash must, in addition to the aforegoing provisions, be in accordance with the LuxSE Rules and Regulations and the JSE Listings Requirements.

2.10 No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:

(a) the amount to be credited for the issue of the Shares;

(b) their determination of the reasonable present cash value of the non-money consideration for the issue; and

(c) that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

“11. MEETINGS AND CONSENTS OF SHAREHOLDERS

11.1 For an ordinary resolution (“Ordinary Resolution”) to be approved it must be supported by more than 50% (fifty percent) of the voting rights exercised on the resolution. Notwithstanding anything to the contrary contained in this Memorandum or the Articles, to the extent that the LuxSE Rules and Regulations or the JSE Listings Requirements require a higher percentage in respect of any particular Ordinary Resolution, the Company shall not implement such Ordinary Resolution unless the Company has obtained the support of the applicable percentage prescribed in terms of the LuxSE Rules and Regulations or the JSE Listings Requirements, as applicable.

11.2 For a special resolution (“Special Resolution”) to be approved it must be supported by the holders of at least 75% (seventy five percent) of the voting rights exercised on the resolution.

11.3 All meetings of Shareholders shall be called on not less than 15 (fifteen) business days’ notice.

“12. VOTES OF SHAREHOLDERS

12.1 At a meeting of the Company:

(a) every person present and entitled to exercise voting rights shall be entitled to 1 (one) vote on a show of hands, irrespective of the number of voting rights that person would otherwise be entitled to exercise;

(b) on a poll any person who is present at the meeting, whether as a Shareholder or as proxy for a Shareholder, has the number of votes determined in accordance with the voting rights associated with the Securities held by that Shareholder; and

(c) the holders of Shares other than ordinary Shares shall not be entitled to vote on any resolution at a meeting of Shareholders, except as provided in Sub-Regulation 12.2.

12.2 If any resolution is proposed as contemplated in Sub-Regulation 2.3, the holders of such Shares (“Affected Shareholders”) shall be entitled to vote at the meeting of ordinary Shareholders as contemplated in Sub-Regulation 12.1, provided that:

(a) the votes of the ordinary Shares held by the Affected Shareholders (“Affected Shares”) shall not carry any special rights or privileges and the Affected Shareholder shall be entitled to 1 (one) vote for every Affected Share held in the event of a polled vote, and in the event that voting takes place by a show of hands, the provisions of Sub-Regulation 12.1 shall apply to votes cast by Affected Shareholders; and

(b) the total voting rights of the Affected Shareholders in respect of the Affected Shares shall not be more than 24.99% (twenty four point ninety nine percent) of the total votes (including the votes of the remaining ordinary Shareholders) exercisable at that meeting (with any cumulative fraction of a vote in respect of any Affected Shares held by an Affected Shareholder rounded down to the nearest whole number).

“13. SHAREHOLDERS’ RESOLUTIONS

13.1 No matters, except

(a) any other matter required by the Act or the Memorandum and Articles to be resolved by means of a Special Resolution; or

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(b) for so long as the Company’s Securities are listed on the LuxSE or the JSE, any other matter required by the LuxSE Rules and Regulations or the JSE Listings Requirements to be resolved by means of a Special Resolution in terms of the LuxSE Rules and Regulations or the JSE Listings Requirements,

require a Special Resolution adopted at a Shareholders’ meeting of the Company.

13.2 In the event that any Shareholder abstains from voting in respect of any resolution of Shareholders, such Shareholder will, for the purposes of determining the number of votes exercised in respect of that resolution of Shareholders, be deemed not to have exercised a vote in respect thereof.”

“14. DIRECTORS

14.1 The Directors shall be elected by Ordinary Resolution, either at a special or annual general meeting or in accordance with a resolution of Shareholders passed in terms of Sub-Regulation 11.11, provided that after the listing of the Shares on the LuxSE or the JSE, no resolution in terms of Sub-Regulation 11.11 shall be competent.

14.2 No person shall be appointed as a Director of the Company unless he has consented in writing to act as a Director.

14.3 The minimum number of Directors shall be four (4) and the maximum number shall be twelve (12).

14.4 Each Director holds office for the term, if any, fixed by the resolution of Shareholders or Resolution of Directors appointing him, or until his earlier death, resignation or removal.

14.5 No Director shall be appointed for life or for an indefinite period and the Directors shall rotate in accordance with the following provisions:

(a) at each annual general meeting of the Shareholders of the Company, 1/3 (one third) of the

14.5.1 executive Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to 1/3 (one third), but not less than 1/3 (one third); and

14.5.2 non-executive Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to 1/3 (one third), but not less than 1/3 (one third),

shall retire from office;

(b) the Directors to retire in every year are, firstly those who have been appointed to fill a casual vacancy or an additional appointment to the Board, and secondly those who have been longest in office since their last election, but as between persons who were elected as Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot. Notwithstanding the aforegoing, if at the date of any annual general meeting, any:

14.5.3 Director will have held office for a period of 3 (three) years since his last election or appointment; or

14.5.4 non-executive Director will have held office for an aggregate period of 9 (nine) years since his first election or appointment,

then such Director shall retire at such annual general meeting, either as one of the Directors to retire in pursuance to the aforegoing or additionally thereto;

(c) a retiring non-executive Director may be re-elected, provided he is eligible for election. If elected or re-elected he shall be deemed not to have vacated his office;

(d) the Company, at the general meeting at which a Director retires in the above manner, or at any other general meeting, may fill the vacancy by electing a person thereto, provided that the Company shall not be entitled to fill the vacancy by means of an Ordinary Resolution of Shareholders passed in accordance with Sub-Regulation 11.11;

(e) if at any meeting at which an election of Directors ought to take place the offices of the retiring Directors are not filled, unless it is expressly resolved not to fill such vacancies, the meeting shall stand adjourned and the further provisions of the Memorandum and Articles will apply mutatis mutandis to such adjournment, and if at such adjourned meeting the vacancies are not filled, the retiring Directors, or such of them as have not had their offices filled, shall be deemed to have been re-elected at such adjourned meeting.

14.6 The Board shall, through its nomination committee (if so constituted in terms of Sub-Regulation 19.1), provide the Shareholders with a recommendation in the notice of the meeting at which the re-election of a retiring Director

55

is proposed, as to which retiring Directors are eligible for re-election, taking into account that Director’s past performance and contribution. Sufficient time shall be allowed between the date of such notice and the date of the general meeting or annual general meeting at which the re-election of the Director is to be proposed to allow nominations to reach the Company’s office from any part of South Africa, the British Virgin Islands or any other country where the Company has offices.

14.7 Apart from satisfying the qualification and eligibility requirements set put in the Act, a person need not satisfy any eligibility requirements or qualifications to become or remain a Director of the Company.

14.8 A Director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. A Director shall resign forthwith as a Director if he is, or becomes, disqualified from acting as a Director under the Act.

14.9 The Board has the power to fill any vacancy on the Board on a temporary basis, provided that such appointment must be confirmed by the Shareholders, in accordance with Sub-Regulation 14, at the next annual general meeting of the Company and the powers of the Board in this regard are only limited and restricted as contemplated in this Regulation 14.

14.10 If the number of Directors falls below the minimum number fixed in accordance with these Articles, the remaining Directors must as soon as possible and in any event not later than 3 (three) months from the date that the number falls below such minimum, fill the vacancy/ies in accordance with Sub-Regulation 16.9 or convene a general meeting for the purpose of filling the vacancies, and the failure by the Company to have the minimum number of Directors during the said 3 (three) month period does not limit or negate the authority of the board of Directors or invalidate anything done by the board of Directors while their number is below the minimum number fixed in accordance with these Articles.

14.11 The Directors in office may act notwithstanding any vacancy in their body, but if after the expiry of the 3 (three) month period contemplated in Sub-Regulation 14.10, their number remains below the minimum number fixed in accordance with these Articles, they may, for as long as their number is reduced below such minimum, act only for the purpose of filling vacancies in their body or of summoning general meetings of the Company, but not for any other purpose.

14.12 A Director may hold any other office or place of profit under the Company (except that of auditor) or any subsidiary of the Company in conjunction with the office of Director, for such period and on such terms as to remuneration (in addition to the remuneration to which he may be entitled as a Director) and otherwise as a disinterested quorum of the Directors may determine.

14.13 A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, provided that the appointment and remuneration in respect of such other office must be determined by a disinterested quorum of Directors.

14.14 The Company shall keep a register of Directors containing:

(a) the names and addresses of the persons who are Directors of the Company;

(b) the date on which each person whose name is entered in the register was appointed as a Director of the Company;

(c) the date on which each person named as a Director ceased to be a Director of the Company; and

(d) such other information as may be prescribed by the Act.

14.15 The register of Directors may be kept in any such form as the Directors may approve, but if it is in magnetic, Electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, Electronic or other data storage shall be the original register of Directors.

14.16 A Director is not required to hold a Share as a qualification to office.”

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“15. POWERS OF DIRECTORS

15.1 The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors of the Company. The Directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders.

15.2 Each Director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.

15.3 Any Director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise.

15.4 The Directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party, provided that the total amount owing by the Company in respect of such indebtedness, liabilities or obligations (including the securing thereof ) shall not exceed the amount authorised by its Shareholders.

15.5 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.”

“17. DIRECTORS’ COMPENSATION

17.1 The Company may pay remuneration to the Directors for their services as Directors as determined by the Shareholders by Ordinary Resolution or in the absence of such a determination, by the Board.

17.2 Any Director who:

(a) serves on any executive or other committee; or

(b) devotes special attention to the business of the Company; or

(c) goes or resides outside the British Virgin Islands for the purpose of the Company; or

(d) otherwise performs or binds himself to perform services which, in the opinion of the Directors, are outside the scope of the ordinary duties of a Director,

may be paid such extra remuneration or allowances in addition to or in substitution of the remuneration to which he may be entitled as a Director, as a disinterested quorum of the Directors may from time to time determine.

17.3 The Directors may also be paid all their travelling and other expenses necessarily incurred by them in connection with:

(a) the business of the Company; and

(b) attending meetings of the Directors or of committees of the Directors of the Company.”

“26. DISTRIBUTIONS BY WAY OF DIVIDEND

26.1 The Directors of the Company may, by Resolution of Directors, authorise a distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

26.2 No larger distribution shall be declared by the Company in general meeting than is recommended by the Directors, but the Company in general meeting may declare a smaller distribution.

26.3 Dividends may be paid in money, shares, or other property.

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26.4 Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Sub-Regulations 28.1 and 28.2 and all dividends unclaimed for 6 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company. The Company shall hold monies other than dividends due to Shareholders on trust indefinitely until lawfully claimed by the Shareholders but subject to the laws of prescription.

26.6 No dividend shall bear interest as against the Company and no dividend shall be paid on Treasury Shares.

26.6 The Company may make a proposed distribution if such distribution is in compliance with the Act, the LuxSE Rules and Regulations and the JSE Listings Requirements. In addition, no capital shall be repaid to Shareholders on the basis that same may be called up again.

26.7 Any distribution must be made payable to Shareholders registered as at a date subsequent to the date of declaration thereof or the date of confirmation thereof, whichever is the later date.

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Annexure 7

EXTRACTS OF THE INVESTMENT MANAGEMENT AGREEMENT

Set out below are the salient extracts from the investment management agreement. The company is referred to RBDL in the extracts below as the agreement was signed prior to the name change of the company to IHGL.

“1 Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set out below:

Commencement Date the date of this Agreement

Condition Satisfaction Date the meaning given in clause 2.3

Group RBDL and each of its Associates

Listing the proposed listing of RBDL on the Luxembourg Stock Exchange and the Johannesburg Stock Exchange

RBDL RBDL Investments Limited”

“2 Conditions

2.1 The rights and obligations of the parties under this Agreement are subject to, and conditional upon:

(a) the receipt of any consents that the parties may require for this Agreement to become effective and into force (including, without limitation, receipt of any relevant regulatory approvals in any relevant jurisdiction and the approval of RBDL’s shareholders if required); and

(b) the completion of the Listing,

(together, the “Conditions”).

2.2 RBDL and RCM shall use their reasonable endeavours to procure conditions (a) and (b) as set out in Clause 2.1 are satisfied prior to the provisions of this Agreement lapsing in accordance with Clause 2.4.

2.3 Subject to clause 2.4, this Agreement shall come into full force on the date the Conditions are satisfied in full (the “Condition Satisfaction Date”) with effect from the date the Listing becomes effective in all respects (the “Listing Completion Date”).

2.4 In the event that the Conditions are not satisfied within six months of the Commencement Date the provisions of this Agreement shall lapse and have no further effect and no party shall make any claim against the other in respect thereof.”

“3 The Services

3.1 RBDL hereby appoints RCM on an exclusive basis to provide the Services upon the terms of this Agreement which shall take effect from the Condition Satisfaction Date.

3.2 RCM shall make available to RBDL all expertise and knowledge necessary for the performance of the Services and shall at all times act in good faith towards RBDL.

3.3 RCM shall keep RBDL regularly informed of progress on all Services in which RCM is engaged on RBDL’s behalf (including, for the avoidance of doubt, any Services sub-contracted to a third party contractor) and shall provide all such information as RBDL shall reasonably request insofar as the same may be lawfully provided by RCM.

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3.4 RCM shall, when required by the Board, attend board meetings of RBDL to report on:

(a) any proposed acquisition opportunity;

(b) any proposed disposal of a Property or Property Securities (as the case may be);

(c) any other material proposal relating to the Properties or Property Securities (as the case may be) or the Group;

(d) any matters relating to the Services; and/or

(e) any other recommendations and/or answer all other reasonable enquiries made by the Board.

3.5 RCM shall:

(a) in its provision of the Services, show the level of skill and care which would be expected of an adviser skilled and experienced in the delivery of services of the nature of the Services;

(b) faithfully and diligently and, where applicable, in accordance with the principles of good estate management, perform the Services;

(c) work and co-operate with any consultants or professionals appointed by RBDL; and

(d) liaise generally with RBDL.

3.6 All activities engaged in under the provisions of this Agreement by RCM on behalf of RBDL shall at all times be subject to the overall policies, supervision, review and control of RBDL who may give to RCM general or specific directions relating to any matter which is the subject of this Agreement.”

“5. Fees, Expenses and Payment

5.1 In consideration of RCM performing the Services, RBDL shall pay to RCM an aggregate sum equivalent to:

(a) 0,5 per cent of the aggregate of the Gross Asset Value and of Cash per annum; and

(b) 1 per cent of the Gross Asset Value of any Property and/or Property Securities introduced or arranged by RCM pursuant to this Agreement on the acquisition or disposal of such Property. Where such Property and/or Property Securities are acquired or disposed of as a result of a joint agency between the Property Agent (or its successor) and any third party, such fee to include and incorporate the joint agent’s fee; and

(c) Up to 3% of turnover in respect of the operation of any Hotel Assets. For the avoidance of doubt, if Redefine BDL Hotel Group Limited operates any of the Hotel Assets, this fee shall be included in the 3% referred to in this clause.

5.2 RBDL shall pay to RCM a fee of £10 000 (the “Re-Gear Fee”) for each deed of variation to leases (in respect of the Properties), previously approved by the Board, where such variation results in an extension of the final lease term, a removal and/or extension of a break clause of the relevant lease and/or the addition of indexation to the rent payable under the relevant lease agreement.

5.3 Subject to clause 5.4, the fee due pursuant to clause 5.1(a) shall be payable quarterly in arrears on the date falling ten days after each Quarter Day calculated by reference to the most recent valuations of the Properties carried out by the Directors on or prior to the relevant Quarter Day, provided always that in the event the amount of the Gross Asset Value has not been determined as at the relevant Quarter Day, then RBDL shall pay to RCM a sum calculated by reference to the most recent previous valuation of the Properties held as at the relevant Quarter Day, provided further that within 10 Working Days of determination of the later valuation (being as at a date on or prior to the relevant Quarter Day) RBDL shall pay to RCM or RCM shall pay to RBDL (as the case may be) such sum as shall put them in the same position as they would have been if payment had been made by reference to the Gross Asset Value as ascertained by the later valuation. Property Securities shall be valued at their relevant market value at the last day of the relevant valuation period (or otherwise such value as is reflected in respect of such Property Security on the balance sheet of RBDL at such date, as the case may be).

5.4 If any Property has been acquired or disposed of during a Quarterly Period (a “Completed Property”) before a fee is due to be paid under clause 5.3, the fee shall be calculated to include the Value of the Completed Property for a proportionate amount of the relevant Quarterly Period. Therefore, if, for example, a Property is disposed of on the tenth day of a Quarterly Period (where the relevant Quarterly Period is 91 days), the Gross Asset Value calculation shall include 10/91 of the Value of the Completed Property. If, for example, a Property is acquired on the tenth day of a Quarterly Period, the Gross Asset Value calculation shall include 81/91 of the Value of the Completed Property.

60

5.5 The fees due pursuant to clauses 5.1(b) and 5.2 shall be payable ten Working Days after receipt of an invoice from RCM or, if later, the date of completion of the relevant sale or disposal or the date of the relevant deed of variation (in respect of the Re-Gear Fee). The fees due pursuant to clause 5.1(c) and 5.2 shall be payable, by four quarterly instalments in advance, ten Working Days after the relevant Quarter Day or, if later, receipt of a valid invoice from RCM, calculated by reference to the aggregate Rents during the immediately preceding Quarterly Period.

5.6 All amounts payable under this Agreement are (unless expressly stated otherwise) exclusive of any applicable VAT and any VAT chargeable on such amounts will be paid in addition to the amount in question.”

“7. New Acquisitions and Disposals

7.1 Forthwith after RCM has identified a property or any undertaking holding a direct or indirect interest in a property or any relevant Property Security (collectively, a “Relevant Property Interest”) and wishes to recommend the purchase of such Relevant Property Interest to RBDL RCM shall advise RBDL’s investment committee and provide such relevant details relating to the Relevant Property Interest as RCM is able to provide, with reasons why RCM proposes to recommend that RBDL acquires the Relevant Property Interest including (if applicable):

(a) the proposed purchase price;

(b) letting prospects including details of current or proposed tenants;

(c) location plan;

(d) alternative use and vacant possession prospects;

(e) investment appraisal in such form as set out by the Board from time to time;

(f ) details of any proposed finance arrangements;

(g) in the case of a Property Security, the identity of the issuer of such security, the term of the relevant debt and the interest or coupon payable thereunder (together with any rights on conversion into equity thereunder); and

(h) without prejudice to clause 7.3, such other matters as in the opinion of RCM are relevant to the consideration of the proposal.

7.2 As soon as possible but not later than five working days after receipt of the report referred to in clause 7.1, RBDL shall notify RCM whether or not it approves the proposal to proceed with the purchase of the Relevant Property Interest on the basis of the commercial terms proposed whereupon RCM shall institute such of the following as RBDL’s investment committee may direct:

(a) instruct the Valuers to carry out a valuation of the Relevant Property Interest;

(b) instruct surveyors to carry out a survey of the Relevant Property Interest;

(c) institute such soil tests as RCM shall be advised may be appropriate or RBDL may direct;

(d) institute an environmental desk top survey;

(e) negotiate heads of terms;

(f ) instruct solicitors to investigate title and negotiate draft documentation;

(g) negotiate and structure the financing of the purchase; and

(h) obtain such further reports as RBDL or RCM may specify.

7.3 RCM shall use all necessary endeavours to answer all questions and provide such information and documentation relating to the Relevant Property Interest as RBDL may reasonably require.

7.4 RCM shall provide copies of the reports produced by it pursuant to clause 7.1 to the Property Agent and shall liaise with the Property Agent concerning any questions it raises relating to the same.

7.5 Forthwith after the obtaining and the settling of the documents referred to in clause 7.2, RCM shall submit a further report to RBDL and the subsidiary of RBDL (if applicable) that is making the acquisition of the Relevant Property Interest (the “RBDL Purchaser”) and provide such further information to RBDL and the RBDL Purchaser as RBDL or the RBDL Purchaser may reasonably require and RBDL and the RBDL Purchaser shall, within ten

61

Working Days of receipt of such information, advise RCM whether or not it approves such purchase (and such approval and authority shall be given by a majority of the Board and by the board of the RBDL Purchaser.

7.6 In relation to any disposal, RCM shall provide such information to RBDL as RBDL may reasonably require and RBDL shall advise RCM whether or not it approves such disposal (such approval and authority shall be given by a majority of the Board).

7.7 RCM may recommend that any or all of the periods specified in this clause 7 be reduced if in the reasonable opinion of RCM this is necessary in order to ensure that RBDL does not lose the opportunity of acquiring the Relevant Property Interest having regard to the circumstances relevant to the purchase of the Relevant Property Interest or the market conditions then subsisting.”

“13. Term and Termination

13.1 This Agreement will commence on the Condition Satisfaction Date with effect from the Listing Completion Date and, subject to clauses 13.2 and 13.3, shall continue until (i) the winding-up of RBDL or (ii) either party giving to the other not less than 36 months’ written notice to terminate. In the event of notice having been given pursuant to this clause 13.1 or this Agreement is terminated pursuant to clause 13.4 (and provided the provisions of clause 13.2 do not apply) RBDL may terminate this Agreement immediately upon the payment to RCM of a sum in lieu of notice equal to 2.5 times the forecast fees, commissions and expenses for the 12 months following the date of the termination notice which would otherwise be payable pursuant to clause 5.1 if the Agreement had not been so terminated. In determining such forecast earnings, the parties agree to work together in good faith to seek to agree such amount. In the event of a dispute as to such amount which cannot be settled between the parties (each acting reasonably) within a reasonable period, the matter may be referred by either party to the Auditors for final resolution (such Auditor’s decision to be final and binding upon the parties, save in the case of manifest error). The Auditors are entitled to determine which party shall settle their costs in respect of such instructions (but in the event no such determination is made, each party to this Agreement shall bear one half each of the Auditors’ costs incurred pursuant to this clause 13.1).

13.2 RBDL shall be entitled to determine this Agreement by notice in writing served on RCM:

(a) in the event that RCM fails, in the reasonable opinion of RBDL, 5 times or more in any 12-month period (and such failures have been notified to RCM in writing), to comply with its material obligations in terms of this Agreement whether or not such failures are remedied as referred to in clause 13.2(b);

(b) subject to clause 13.2(a), in the event RCM fails to comply with its material obligations in terms of this Agreement and fails to remedy such breach (to the reasonable satisfaction of RBDL) within a period of 20 Working Days of notice from RBDL requiring such remedy; and

(c) if RCM:

(i) has a petition for winding up (other than a petition removed within 14 days) or for an administration order lodged against it or passes a resolution for winding up (other than for the purpose of a solvent amalgamation or reconstruction) or resolves to present a petition for winding up or is wound up or its directors or shareholders resolve to present a petition for an administration order or an administrative receiver or receiver and manager is appointed in respect of it; or

(ii) calls a meeting of creditors or makes an application to the Court under Section 425 of the Companies Act 1985 or submits to its creditors a proposal under Part I of the Insolvency Act, 1986 or enters into any arrangement or composition with its creditors; or

(iii) suffers any distress or execution to be laid on its goods for a sum in excess of £10 000 provided that this clause shall not apply to any such distress or execution levied in respect of debt bona fide contested by RCM or any such distress or execution which is lifted within ten Working Days.

13.3 RCM shall be entitled to determine this Agreement by notice in writing served on RBDL:

(a) in the event RBDL fails to comply with its material obligations in terms of this Agreement and fails to remedy such breach within a period of 20 Working Days of notice from RCM requiring such remedy; and

(b) if RBDL:

(i) has a petition for winding up (other than a petition removed within 14 days) or for an administration order lodged against it or passes a resolution for winding up (other than for the purpose of a solvent

62

amalgamation or reconstruction) or resolves to present a petition for winding up or is wound up or its directors or shareholders resolve to present a petition for an administration order or an administrative receiver or receiver and manager is appointed in respect of it; or

(ii) calls a meeting of creditors or makes an application to the Court under section 425 of the Companies Act 1985 (or any equivalent legislation in the British Virgin Islands) or submits to its creditors a proposal under Part I of the Insolvency Act, 1986 (or any equivalent legislation in the British Virgin Islands) or enters into any arrangement or composition with its creditors; or

(iii) suffers any distress or execution to be laid on its goods for a sum in excess of £10 000 provided that this clause shall not apply to any such distress or execution levied in respect of debt bona fide contested by RBDL or any such distress or execution which is lifted within 10 Working Days.

13.4 RBDL shall be entitled and obliged to cancel this Agreement at any time if a majority of independent shareholders of RBDL present (in person or by proxy) and voting at a general meeting of RBDL approve the termination of this Agreement, provided that in such circumstances this Agreement will (depending upon the terms of the shareholders resolution approving the cancellation) either:

(a) be cancelled on 30 months’ written notice to RCM; or

(b) be cancelled with immediate effect, subject to payment to RCM of an amount calculated pursuant to clause 13.1.

13.5 For the purposes of clause 13.4:

(a) independent shareholders of RBDL comprise all shareholders of RBDL other than any parties or their associates (as defined in the JSE Listing Requirements) who are a party to or who have an interest in this Agreement; and

(b) the general meeting to approve termination of this Agreement may be called by the directors of RBDL or requisitioned by shareholders of RBDL in terms of the Articles of Association of RBDL and the relevant legislation in the British Virgin Islands.

13.6 This Agreement shall automatically terminate in respect of the Properties and Property Securities upon RBDL ceasing directly or indirectly to hold any Properties or any Property Securities.

13.7 Subject to clauses 14.11 and 14.12, RBDL or RCM may terminate this Agreement with immediate effect by notice in writing to the other party if at any time any law shall be passed or any regulation made which renders it illegal or, in the reasonable opinion of the party so terminating, impracticable or inadvisable for this Agreement to continue in force.

13.8 Termination shall not affect accrued rights (including accrued fees payable) or existing commitments or clauses 8 and 14 and shall be without penalty or other additional payment save that RBDL shall pay the fees of RCM up to and including the date of termination.

13.9 Following termination of this Agreement:

(a) RCM shall cease to carry out the Services, and shall immediately deliver up to RBDL in accordance with the directions of RBDL all keys, documents and other property belonging to RBDL, including all Confidential Information which may be in its possession or under its control, and shall not retain copies, extracts or notes of any of the same;

(b) in the event that this Agreement shall be determined pursuant to clause 13.2(c) or 13.3(b), RCM shall be entitled to payment for the Services provided by RCM prior to the date of termination on a fair and reasonable basis commensurate with the Services performed by RCM up to the date of termination; and

(c) RCM shall provide all reasonable assistance, and shall procure that the Property Agent, any Property Manager, Associate, and/or any third party contractor appointed in accordance with clause 6.3 shall provide all reasonable assistance, including providing all relevant documentation, to RBDL as is necessary to facilitate the continuation of the provision of Services, or any of them, by RBDL itself and/or any service provider(s) nominated by RBDL.

Provided always that RBDL shall allow RCM on reasonable prior notice access to inspect or take copies of any such documents for the purpose of preparing its statutory accounts or complying with any regulatory or other binding obligation or completing its tax returns.

63

13.10 In the event that RBDL shall be required by any lender or lenders to RBDL to determine this Agreement insofar as it relates to some of the Properties and/or Property Securities then such determination shall only take effect in relation to such Properties and/or Property Securities and the Agreement shall otherwise remain in full force and effect in relation to the remaining Properties and/or Property Securities but without prejudice to any right of action of RBDL against RCM in respect of any antecedent breach by RCM relating to such other Properties and/or Property Securities.

13.11 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of such termination by the other party including (without limitation) the breach giving rise to termination.

13.12 Notwithstanding the expiration or the determination of this Agreement under any of its provisions, this clause 13.11 and all the provisions including without limitation clause 4 of this Agreement which are expressed to have effect on, or at any time after, the expiration or determination of this Agreement shall survive such expiration or determination, and the parties shall perform and observe their respective obligations and discharge their respective liabilities under all such provisions of this Agreement.”

64

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65

Annexure 9

INDEPENDENT PROPERTY VALUER’S SUMMARY VALUATION REPORT

“International Hotel Group LimitedCoastal Building, Wickham’s Cay IIRoad Town, TortolaBritish Virgin IslandsVG1110

1 October 2015

For the attention of the Directors

Dear Sirs

INDEPENDENT PROPERTY VALUERS’ REPORT OF THE PROPERTY PORTFOLIO FOR INTERNATIONAL HOTEL GROUP LIMITED AS DETAILED IN THE SUMMARY SCHEDULE ATTACHED AND FOR WHICH THERE ARE DETAILED VALUATION REPORTS HELD BY INTERNATIONAL HOTEL GROUP LIMITED

1. INSTRUCTIONS

1.1 General

In accordance with your instructions of 14 August 2015, we confirm that we have visited and inspected the three properties listed in the attached schedule (“the Properties”). We also confirm that we have received all necessary details required to provide you with our opinion of Market Value for the Properties as at the dates of our detailed valuation reports, and that the valuations are in accordance with and on the terms contained in our confirmation of instructions letter dated 14 August 2015.

2. INTRODUCTION

The valuation of the properties has been carried out by the valuers who has carefully considered all aspects of all the properties. These properties each have a detailed valuation report which has been given to the management of International Hotel Group Limited. The detailed reports include commentary on the current economy, nature of the properties, locality, tenancy, risk profile, forward rent and earning capability and exposure to future expenses and property risk.

All these aspects have been considered in the individual valuation reports of the properties. The detailed reports have further addressed the tenancy income capability and expenditure for each property and tenant. Historic expenditure profile as well as future expenditure increases have been considered. The value therefore indicates the fair market value for each property which is detailed in the attached report and which has been summarised on a schedule as attached hereto, for each property. There are three properties in total comprising the portfolio. All essential aspects of information of all the properties have been summarised in the attached schedule.

3. PURPOSE OF THE REPORT

We are of the understanding that International Hotel Group Limited is currently pursuing a primary listing on the Luxembourg Stock Exchange and a secondary listing on the Alternative Exchange of the Johannesburg Stock Exchange (“JSE”). In terms of the JSE Listings Requirements 13.20, the company is required to include property valuation reports in the pre-listing statement.

4. BASIS OF VALUATION

This Report has been prepared in accordance with Royal Institution of Chartered Surveyors’ (“RICS”) Valuation – Professional Standards January 2014 (the “RICS Red Book”) published in November 2013 and effective from 6 January 2014.

66

In undertaking our valuations, we have adopted the RICS definitions of Market Value, as detailed below:

Valuation Standard VPS 4 1.2 of the Red Book defines Market Value (MV) as:

“The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

Furthermore the principals of fair value measurement have been applied in the determination of value which is defined as “The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” (IFRS 13)

For the proposed Travelodge Belvedere we have been instructed to provide an opinion of Gross Development Value. There is no RICS definition of Gross Development Value (GDV). Our interpretation of the GDV is:

“The aggregate of the capital receipts from the sale of all the units on the Special Assumption that the proposed development (as described in our report) has been completed and 100% sold at today’s date at current day values whereby ‘today’s date’/current day’ is the date of valuation”.

5. VALUE CALCULATIONS

5.1 Market values

Holiday Inn Express Dunstable – The Hotel is operated subject to a franchise agreement with IHGL and a management agreement with Redefine BDL. In determining our opinion of value subject to the existing franchise fee and management agreement we have prepared trading projections for the hotel over a 10 year period. We have assumed a hypothetical average efficient operator.

We have considered the historic performance of the hotel to date and the overall trends in the regional market when preparing our projections of income expense, in particular we have taken into account any potential additions to new supply likely to enter the market area in the near future.

We have undertaken a discounted cashflow valuation assuming a sale of the asset in year 10. We have applied a capitalisation rate of 8.25% to our projected EBITDA in year 10 (assumed exit) and a discount rate of 10.75%. We have assumed that an incoming purchaser would seek to terminate the existing management agreement in year 2, when the termination fee is only 1 times the average management fees. We have then modelled our forecast accounts assuming a hypothetical management fee of 3% of total revenue. An allowance for the termination fee has been included within year two of the management base fee.

Worcester Whitehouse Hotel – We are of the opinion that an incoming purchaser would seek to terminate the existing lease to gain full operational control of the asset and implement their own management and marketing strategies. We have therefore considered the costs associated with the termination of the lease when arriving at our opinion of market value.

In order to determine the market value of the subject property we have undertaken our own “shadow” profit and loss accounts based upon information obtained during our meeting with Hotel Management, the historic trading accounts provided, year to date and projections and industry wide statistics for 3 star hotels. We have assumed an experienced and efficient operator for similar style unbranded accommodation.

Our valuation has been prepared on an Income Capitalisation method based on the projected fair maintainable trade of the subject hotel. We have adopted a capitalisation rate of 10%, which has been applied to the projected fair maintainable Net Operating Profit for the Hotel. We have deducted costs of £95,300 associated to the termination of the existing lease as well as the outstanding immediate Capex costs of £87,000.

Proposed Travelodge Belvedere – In order to calculate our market value upon completion of the development we have capitalised the hotel rent to be received at a net initial yield of 5.0% and have reflected the terms of the lease, the covenant strength of the tenant, the rental level and comparable evidence. Purchaser’s costs have been deducted at 5.8%. Our valuation reflects the six-month rent free period.

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Table 1: Savills Hotel values

HotelNo. of

bedroomsMarket

valueDate of

valuationMV per

bedroom

Worcester Whitehouse Hotel 84 £4 900 000 20 April 2015 £58 333Holiday Inn Express Dunstable 120 £8 800 000 18 August 2015 £73 333Proposed Travelodge Belvedere 52 £4 600 000* 18 August 2015 £88 461

Aggregate total 256 £18 300 000

Source: Savills * Market Value on the Special Assumption that the works have been carried out.

6. BRIEF DESCRIPTION

Holiday Inn Express Dunstable – The Property comprises a purpose built budget hotel providing 120 guestrooms, restaurant, bar and car park. The property is situated on the edge of Dunstable in Bedfordshire. The property was constructed in 2012 and is arranged over ground and three upper floors. Since opening, the hotel has operated subject to a franchise agreement with IHGL and a management agreement with Redefine BDL. A summary of the agreements are as follows:

Franchise agreement

Document Franchise agreement dated 26 November 2010

Parties (1) Licensor: The Gateway Hotel Dunstable Limited

(2) Licensee: Six Continents Hotels, Inc

Brand name Holiday Inn Express Dunstable

Premises 120 Bed Hotel at The Gateway, London Road, LU5

Initial term 20 Years

Termination rights

Licensee can terminate the agreement by giving 24 months’ notice subject to the payment of a termination fee equal to the Royalty Fee for the last three years.

Fees (1) Royalty Fee: 5% of Total Rooms Revenue(2) Marketing and Reservation Contribution: 3% of Total Rooms Revenue(3) Priority Club Rewards Contribution: 4.75% of Total Rooms Revenue on qualifying

room rates. (4) Holidex Plus Fee: £8.50 per room per month.

Source: Franchise Agreement dated 26 November 2010.

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Management agreement

Document Hotel Management Agreement relating to the premises to be constructed at The Gateway, London Road, LU5.

Parties (1) Owner: The Gateway Hotel Dunstable Limited(2) Manager: BDL Management Limited(3) BDL EmployeeCo: Hotel Employees Limited

Fees (1) Base: 2.5% of Gross Revenue(2) Performance: 6.5% of GOP

Additional fees The management fees paid should be no less than £70 000 per annum.

Term 20 years from the Opening Date.

Termination The Owner may terminate this agreement on the third anniversary of the Opening Date or at any time thereafter.

Termination fees (A) If such termination takes place prior to the end of the second full year the owner shall pay to the manager 3 times the average management fee.

(B) If such termination takes place during the third full financial year, the owner shall pay to the manager a sum equal to 2 times the average management fee.

(C) If such termination takes place during the fourth full financial year, the owner shall pay to the manager a sum equal to 1.5 times the average management fee.

(D) If the termination takes place during the fifth year the owner shall pay a sum of 1 times the average management fee.

Assignment The owner shall have the right to novate this agreement to any person acquiring its interest in the Hotel.

Source: Hotel Management Agreement

Worcester Whitehouse Hotel – The Hotel provides a total of 84 guestrooms and ancillary facilities. The subject property was originally constructed in circa 1820. We understand that the guestrooms were last refurbished in 2005 and as a result are relatively dated in appearance. The Hotel has one restaurant at ground floor level providing a total of 48 covers and an adjacent bar area providing 28 covers. Situated within the new extension is the Life@Whitehouse health and fitness centre, which benefits from 445 external members. The club offers indoor heated swimming pool, fully equipped gymnasium, whirlpool spa, steam room and sauna. The hotel offers three conference suites with capacities ranging from 45 to 200 delegates theatre style. The Gheluvelt Suite can be subdivided to provide three separate conference rooms.

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We have been provided with a lease between Sandgate Worcester Investments Limited and Sandgate Worcester Limited. We summarise the main terms of the lease overleaf as we understand them to be.

Landlord Sandgate Worcester Investments LimitedTenant Sandgate Worcester Limited

Term From and including the 1 November 2014 to 31 October 2015. We have advised that the lease has been prepared on an evergreen basis on a 12-month rolling basis.

Rent Basic Rent: One Pound

Landlords Return: means AGOP less Ownership Costs and any amounts to be retained by the Tenant during the contractual term pursuant to clause 4.7.

Repairs and Redecoration

Tenant covenants not to do anything to damage the Hotel and to prevent others causing damage to the property. To repair and redecorate the property either in accordance with the Capital Budget or as required by the Landlord. To carry out works in a good workmanlike manner and to give notice to the Landlord or any material wants of repair which are not provided for in the relevant Capital Budget.

Insurance The landlord will insure the Property against the Insured Risks for the Reinstatement Cost and for business interruption. The Tenant will effect and maintain on behalf of the Landlord such insurance cover as the Landlord shall reasonably determine to include:(i) public liability insurance;(ii) motor insurance;(iii) employer’s liability insurance;(iv) workmen’s compensation;(v) fidelity insurance.

User As a good quality hotel and any related ancillary uses.

Land’s Right to (a) any of the Reserved Rents remain unpaid for 15 working days;Forfeit Lease (b) there is a breach of any of the Tenant’s Covenants;

(c) the Tenant suffers an Insolvency Event;(d) the Tenant suffers a Change of Control without the prior written consent of the Landlord.

Break Clause On three months’ notice the Landlord can serve notice on the Tenant to terminate the lease and pay the fee payable under the Break Sum. The Break Sum means the aggregate of the monthly Base Fee paid to the tenant pursuant to both this Lease and the Previous Lease, in respect of the 12 calendar months immediately prior to the date this Lease is terminated or assigned pursuant to clause 11 as the case may be and then divided by two.

Source: Lease of All of the Land and Buildings Known as The Worcester Whitehouse Hotel, Foregate Street, Worcester, WR1 1DX

Proposed Travelodge Belvedere – The Site currently comprises a cleared area with wooden hoarding. Planning permission has been granted for the construction of a 52-bedroom limited service hotel which is to be fitted out in line with the Travelodge standards. The Hotel will feature on-site car parking.

70

The hotel will be let to Travelodge Hotels Limited for a term of 25 years at an initial rent of £4 750 per bedroom (not to exceed £247 000), subject to five yearly rent reviews. We summarise the principal provisions as follows:

Landlord Redefine Belvedere Limited

Tenant Travelodge Hotels Limited

Property Hotel site at land lying to the south of Picardy Manorway, Belvedere

Term 25 years from the date of practical completion.

Break clause/option to renew

Tenant option to renew for a further 25 years.

Rent Initial rent payable shall be £4 750 plus VAT multiplied by the number of bedrooms but in no circumstances shall exceed £247 000.

Rent free period 6 months.

Rent review Every fifth anniversary to the greater of the rent passing or the equivalent increase in CPI with 4% cap and 0% collar.

Repairs To repair and maintain the premises and to keep in good and substantial repair.

Alterations Not to make any structural or external alterations or additions to the premises without prior consent from the landlord.

Insurance Landlord covenants to insure with provision for the tenant to reimburse the cost.

User As a hotel with, if required, ancillary uses

Alienation Tenant may underlet or assign subject to conditions.Source: Agreement for Underlease dated 17 July 2015.

7. SPARE LAND

There is no additional or surplus land.

8. CURRENT STATE OF DEVELOPMENT

The proposed Travelodge Belvedere is currently a site. We understand that construction is due to commence September 2015.

9. VALUATION QUALIFICATIONS

We have, to the best of our knowledge and on the basis of the information provided to us, considered all relevant aspects in the valuation of the Properties.

The valuers are however not responsible for the competent daily management of these Properties that will ensure that this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may adversely impact on the integrity of the buildings or the tenant profile.

10. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS

No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the Properties or where there may be a benefit in options held.

To the best of our knowledge, there are no options in favour of any parties for any purchase of any of the Properties.

11. INTRA-GROUP LEASES

We are not aware of any intra-group leases.

12. EXTERNAL PROPERTY

All of the Properties are situated outside the Republic of South Africa.

71

13. OTHER GENERAL MATTERS AND VALUATION SUMMARY

A full valuation report is available on a property by property basis detailing tenancy, town planning, commentary and other details. This has been given to the directors of International Hotel Group Limited.

14. ALTERNATIVE USE FOR A PROPERTY

We have valued the Properties in accordance with their existing use only. However, please note our valuation qualifications as noted above.

15. CAVEATS

15.1 General Assumptions

Our valuations have been carried out on the basis of the following General Assumptions. If any of them are subsequently found not to be valid, we may wish to review our valuations, as there may be an impact on them.1. Source of information and verification

Information on the Properties regarding income, recoveries, turnovers and other income detail has been provided to us by the current owners.

2. The Properties have been valued as if wholly-owned with no account being taken of any outstanding monies due in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs of acquisition. The valuation is detailed in a completed state and no deductions have been made for retention or any other set-off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the Properties.

Unless otherwise stated in this report, our valuations have been carried out on the basis of the following General Assumptions. If any of them are subsequently found not to be valid, we may wish to review our valuations, as there may be an impact on them.1. That the Properties are not subject to any unusual or especially onerous restrictions, encumbrances or

outgoings contained in the Freehold or Long Leasehold Titles. Should there be any mortgages or charges, we have assumed that the property would be sold free of them. We have not inspected the Title Deeds or Land Registry Certificates.

2. That we have been supplied with all information likely to have an effect on the value of the Properties, and that the information supplied to us and summarised in this report is both complete and correct.

3. That the buildings have been constructed and are used in accordance with all statutory and bye-law requirements, and that there are no breaches of planning control. Likewise, that any future construction or use will be lawful (other than those points referred to above).

4. That the properties are not adversely affected, nor are likely to become adversely affected, by any highway, town planning or other schemes or proposals, and that there are no matters adversely affecting value that might be revealed by a local search, replies to usual enquiries, or by any statutory notice (other than those points referred to above).

5. That the buildings are structurally sound, and that there are no structural, latent or other material defects, including rot and inherently dangerous or unsuitable materials or techniques, whether in parts of the buildings we have inspected or not, that would cause us to make allowance by way of capital repair (other than those points referred to above). Our inspection of the properties and this report do not constitute a building survey.

6. That the properties are connected, or capable of being connected without undue expense, to the public services of gas, electricity, water, telephones and sewerage.

7. That in the construction or alteration of the buildings no use was made of any deleterious or hazardous materials or techniques, such as high alumina cement, calcium chloride additives, woodwool slabs used as permanent shuttering and the like (other than those points referred to above). We have not carried out any investigations into these matters.

8. That the properties have not suffered any land contamination in the past, nor is it likely to become so contaminated in the foreseeable future. We have not carried out any soil tests or made any other investigations in this respect, and we cannot assess the likelihood of any such contamination.

72

9. That the properties do not suffer from any risk of flooding. We have not carried out any investigation into this matter.

10. That the properties either comply with the Disability Discrimination Acts and all other Acts relating to occupation, or if there is any such non-compliance, it is not of a substantive nature.

11. That the properties do not suffer from any ill effects of Radon Gas, high voltage electrical supply apparatus and other environmental detriment.

12. That the tenant(s) is/are capable of meeting its/their obligations, and that there are no arrears of rent or undisclosed breaches of covenant.

General conditions

Our valuations have been carried out on the basis of the following general conditions:1. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a

sale of the properties.2. Our valuations are exclusive of VAT (if applicable).3. Excluded from our valuations is any additional value attributable to goodwill, or to fixtures and fittings

which are only of value in situ to the present occupier.4. Energy Performance Certificates (EPCs) are required for the sale, letting, construction or alteration of all

residential buildings on non-domestic residential buildings over 538 sq ft (50 sq m) in England and Wales and on all buildings in Scotland. The effect of EPCs on value is as yet unknown, given that the market has yet to respond to their introduction. Therefore, we have not considered the properties’ EPC ratings in forming our opinion of value. However, should this position alter, we reserve the right to reconsider our opinion of value.

5. Each property has been valued individually and no allowance has been made, either positive or negative, should it form part of a larger disposal. The total stated is the aggregate of the individual Open Market Values.

6. No allowance has been made for rights, obligations or liabilities arising under the Defective Premises Act, 1972, and it has been assumed that all fixed plant and machinery and the installation thereof complies with the relevant UK and EU legislation.

7. Our valuations are based on market evidence which has come into our possession from numerous sources. That from other agents and valuers is given in good faith but without liability. It is often provided in verbal form. Some comes from databases such as the Land Registry or computer databases to which Savills subscribes. In all cases, other than where we have had a direct involvement with the transactions, we are unable to warrant that the information on which we have relied is correct although we believe it to be so.

16. MARKET VALUE

We are of the opinion that the aggregate Market Value (MV) for the Holiday Inn Express Dunstable and Worcester Whitehouse Hotel and the Gross Development Value for the Proposed Travelodge Belvedere as at the dates set out within the schedule of properties below (the “Valuation Dates”) is £18 300 000 (excluding VAT). A summary of the individual valuations and details of each of the Properties is attached.

In addition we confirm that:• there has been no material change to the MV of the Properties since the Valuation Date; and• we are not aware, as a result of our role as an independent valuer of the Properties, of any matter which is not

disclosed in the Document or which has not been disclosed to International Hotel Group Limited in writing and which is required to be brought to their attention.

For the purpose of Prospectus Rule 5.5.3R(2)(f), we accept responsibility for the information within this Valuation Report and declare that we have taken all reasonable care to ensure that the information contained in the Valuation Report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Document in compliance with Annex 1 item 1.2 of the Prospectus Directive Regulation.

73

We have more than 25 years’ combined experience in the valuation of similar properties in the UK and we are qualified to express an opinion on the Market Value of the subject Properties.

We trust that we have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this valuation on your behalf.

Yours faithfully

For and on behalf of Savills Advisory Services Limited

TIM STOYLE FRICS BEN PACKARD MRICSRICS Registered Valuer RICS Registered Valuer RICS member number 0090878 RICS member number 5020724(Registered without restriction in terms (Registered without restriction in termsof the Royal Institution of Chartered Surveyors) of the Royal Institution of Chartered Surveyors)Director – Hotels & Leisure Surveyor – Hotels & Leisure”

74

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75

Annexure 10

MATERIAL CONTRACTS

In addition to the investment management agreement described in Annexure 7 and loan agreement described in Annexure 21, the following are details of material contracts, being (i) contracts entered into otherwise than in the ordinary course of business, within the two years prior to the date of this prospectus or at any time containing an obligation or settlement that is or may be material to the company or its subsidiaries at the last practical date; and (ii) contracts that are otherwise considered material by the company.

1. THE SANDGATE ACQUISITION AGREEMENT

1.1 IHGL entered into an agreement with Oceantides Property Holdings Limited (“the seller”) for the acquisition of all the shares in and claims against Sandgate.

1.2 The effective date of the Sandgate acquisition was 31 March 2015.

1.3 The aggregate purchase consideration payable by IHGL to the seller for the Sandgate acquisition is £2 650 000 (“the purchase consideration”) which comprises:1.3.1 £1 850 000 00 for the equity loan from the seller to Sandgate; and1.3.2 £800 000 for the shares in Sandgate.

1.4 The purchase consideration was settled by IHGL issuing 2 650 000 ordinary shares of par value £0.001 per share in itself to the seller.

1.5 Completion of the Sandgate acquisition took place on 22 July 2015 (“completion”).

1.6 On completion and against payment of the purchase consideration, the seller delivered to IHGL:1.6.1 the duly executed transfer form in respect of the shares; and1.6.2 procured the registration of the transfer of the shares into the name of IHGL.

1.7 All the conditions precedent to the agreement have been fulfilled.

2. THE BELVEDERE ACQUISITION AGREEMENT

2.1 The company entered into an agreement with Redefine International for the acquisition of the entire issued share capital (“the shares”) of Redefine Belvedere. Redefine Belvedere owns the property known as Travelodge, Belvedere, further details of which are set out in Annexure 8.

2.2 The shares are sold free from any encumbrance and from any other rights exercisable by third parties and together with all accrued benefits and rights that attach (or that may attach in the future) to them, including the right to receive all dividends and distributions declared, made or paid after the date of the Belvedere acquisition agreement.

2.3 Redefine International has agreed to waive any right of pre-emption or other restriction on transfer in respect of the shares or any of them conferred on it under the articles of association of Redefine Belvedere or otherwise.

2.4 The company is not obliged to purchase the any of the shares unless the purchase of all the shares is completed simultaneously.

2.5 The completion date of the Belvedere acquisition was 28 August 2015 (“completion date”).

2.6 The purchase consideration payable by the purchaser to the seller for shares is GBP800 000 (“purchase consideration”). The purchase consideration is payable 30 days after the completion date. The parties have agreed to extend this period by a further 30 days.

2.7 Interest at a rate of 6% per annum will accrue on the purchase consideration from the effective date until the date of payment.

2.8 The purchaser has granted Redefine International an option to purchase the shares following the completion (“the option”).

2.9 The option may only be exercised if the company has not fulfilled its obligation to pay the purchase consideration (together with any accrued interest) within 30 days of the completion date.

76

2.10 The option will be exercised by the Redefine International giving the company written notice and may only be exercised in respect of all the shares. Once given, the notice may not be revoked without the written consent of the company.

2.11 All of the conditions precedent to the Belvedere acquisition agreement have been fulfilled.

3. THE DUNSTABLE ACQUISITION AGREEMENT

3.1 The company has entered into an agreement with Redefine International for the acquisition of the entire issued share capital (“the shares”) of Redefine Dunstable.

3.2 Redefine Dunstable owns 100% of the issued share capital of The Gateway Hotel Dunstable Limited which owns the Holiday Inn Express, Dunstable.

3.3 The shares are sold free from any encumbrance and from any other rights exercisable by third parties and together with all accrued benefits and rights that attach (or that may attach in the future) to them, including the right to receive all dividends and distributions declared, made or paid after the date of the Belvedere acquisition agreement.

3.4 Redefine International has agreed to waive any right of pre-emption or other restriction on transfer in respect of the shares or any of them conferred on it under the articles of association of Redefine Belvedere or otherwise.

3.5 The company is not obliged to purchase the any of the shares unless the purchase of all the shares is completed simultaneously.

3.6 The completion date of the Dunstable acquisition was 28 August 2015 (“completion date”).

3.7 The purchase consideration (“purchase consideration”) payable by the company to Redefine International for the shares is calculated as follows:

GBP9 250 000;

less all amounts owing to Redefine International by Redefine Dunstable as at the completion date pursuant to a loan agreement entered into between Redefine International and Redefine Dunstable on 3 August 2015;

less all amounts owing by Redefine Dunstable to Santander UK plc as at the completion date in terms of a facility agreement entered into between Redefine Dunstable and Santander UK plc on 31 July 2015;

plus or minus an amount the working capital of Redefine Dunstable as at the completion date (depending on whether such amount is positive or negative). If the amount is negative the purchase consideration payable by the company to Redefine International will be GBP1.00.

3.8 The purchase consideration is payable in cash by the company to Redefine International as soon as possible and by no later than thirty days from the completion date. The parties have agreed to extend this period by a further 30 days.

3.9 The purchaser has granted Redefine International an option to purchase the shares following the completion (“the option”).

3.10 The option may only be exercised if the company has not fulfilled its obligation to pay the purchase consideration (together with any accrued interest) within 30 days of the completion date.

3.11 The option will be exercised by the Redefine International giving the company written notice and may only be exercised in respect of all the shares. Once given, the notice may not be revoked without the written consent of the company.

3.12 All of the conditions precedent to the Belvedere acquisition agreement have been fulfilled.

77

Ann

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78

Annexure 12

ESTIMATE STATEMENT OF COMPREHENSIVE INCOME AND FORECAST STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP

Set out below are the estimate statement of comprehensive income (“estimate”) and the forecast statement of comprehensive income of the group (“forecast”) for the year ended 31 August 2015 (“estimate period”) and the year ending 31 August 2016 (the “forecast period”), respectively.

The estimate and the forecast, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors. The estimate and the forecast must be read in conjunction with the independent reporting accountants’ assurance reports thereon which is attached as Annexure 13A and Annexure 13B, respectively. The estimate and the forecast have been prepared in compliance with IFRS and in accordance with the group’s accounting policies as set out in Annexure 19.

Estimate statement of comprehensive income and forecast statement of comprehensive income for the group

Estimate for the

year ended 31 August

2015 GBP

Forecast for the

year ending 31 August

2016 GBP

Revenue 199 333 1 385 377Cost of sales (155 250) (203 170)Interest received – 30 099Gross profit 44 083 1 212 306Administrative expenses (149 128) (140 250)Profit/(loss) from operations (105 045) 1 072 056Finance costs (25 006) (317 251)Profit/(loss) before tax (130 051) 754 805Tax expense – –

Profit/(loss) for the period (130 051) 754 805

Dividend declared – (562 280)Basic earnings – Profit for the period attributable to equity holders (130 051) 754 805Fair value gain on investment property – –Fair value adjustment resulting from straight lining of rental income – –

Headline earnings (130 051) 754 805

Number of shares in issue 2 650 000 15 000 000Weighted average number of shares in issue and to be issued 1 110 822 15 000 000 Basic and diluted basic earnings per share (pence) (11.71) 5.03Headline and diluted headline earnings per share (pence) (11.71) 5.03Distribution per share (pence)* – 3.75* There are no reconciliation items between the profit for the period attributable to shareholders and earnings available for distribution.

The estimate and forecast incorporate the following material assumptions in respect of revenue and expenses that can be influenced by the directors:

1. IHGL’s management estimate and forecast for the period from incorporation to 31 August 2015 and the year ending 31 August 2016 are based on information derived from the investment manager, historical information and work performed by valuer.

2. IHGL will not acquire or dispose of any properties during the period of the forecasts.

3. Contracted revenue is based on existing lease agreements and the trading of properties already owned by the group. There is nil uncontracted revenue in respect of the period ended 31 August 2015 and the year ending 31 August 2016.

79

4. The existing lease agreements are valid.

5. There is no vacant space currently and it has been assumed that the two leased properties (the Worcester Whitehouse Hotel and Travelodge, Belvedere) will continue to be fully occupied.

6. IHGL management’s forecast property operating expenditure has been determined based on their review of historical expenditure, where available, and discussion with the investment manager.

7. No fair value adjustments to the property, have been provided for. It has been assumed that the fair value of the investment property held by the group at initial recognition will not differ materially from the fair value over the forecast periods.

8. Investment management fees are based on an asset management fee of 0.5% of the assets owned by the group per annum (pro rata for the period of ownership) and acquisition fees equal to 1% of the value of any of the properties acquired in the period as detailed in the investment management agreement.

9. Material expenditure items comprise:– the investment management fee of £155 250 and £203 170 for the period ended 31 August 2015 and the year ending

31 August 2016 respectively;– external interest on the bank debt of £25 006 and £317 251 for the period ended 31 August 2015 and the year ending

31 August 2016 respectively; – professional fees of £93 813 for the period ended 31 August 2015, predominately relating to an unsuccessful

acquisition bid; and– directors’ fees as detailed in Annexure 3.

10. This profit estimate and forecast have been compiled utilising the accounting policies of IHGL as set out in Annexure 19.

11. Income tax is forecast to be nil and it is assumed that the structure of the group will lead to a minimal tax cost to the group.

12. The room rental occupancy is based on the assumption of 75.8% occupancy for the year ended 31 August 2015 and 77.2% occupancy for the year ending 31 August 2016 (this is in respect of the Worcester Whitehouse Hotel and Holiday Inn Express, Dunstable).

13. The forecast assumes that GBP5 million of raised equity is not invested in the forecast period and attracts interest of 0.5% per annum. The intention in practice is to invest these funds in high yielding acquisitions.

The forecasts incorporate the following material assumptions in respect of revenue and expenses that cannot be influenced by the directors:

1. The effective date of the Sandgate acquisition is 31 March 2015.

2. The effective date of the Holiday Inn Express, Dunstable acquisition is 31 August 2015.

3. Development of the Travelodge Belvedere will be completed by 31 March 2016, with the hotel being fully operational from 1 April 2016.

4. External interest on bank debt in terms of the existing loan in Sandgate is based on interest at 2% above LIBOR.

5. External interest on bank debt in terms of the existing loan in Dunstable is based on interest at 2.25% above LIBOR.

6. There will be no unforeseen economic factors that will affect the lessee’s liabilities to meet its commitments in terms of the existing lease agreements.

80

Annexure 13A

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE ESTIMATE STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP

“The Directors

International Hotel Group LimitedCoastal Building, Wickham’s Cay II PO Box 2221Road Town, Tortola British Virgin Islands

1 October 2015

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE PROPERTY ESTIMATE INCLUDED IN THE PRE-LISTING STATEMENT

We have examined the property estimate statement of comprehensive income and the underlying assumptions of International Hotel Group Limited (“the company”), for the period ended 31 August 2015, as set out in Annexure 12 of the pre-listing statement to be dated on or around 7 October 2015 (the “pre-listing statement”), and the estimate vacancy profile, by sector and by gross lettable area and the estimate lease expiry profile based on existing lease agreements, as set out in paragraph 7 of the pre-listing statement (collectively “estimate information”).

The estimate information has been prepared and presented in accordance with the JSE Listings Requirements. In terms of the JSE Listings Requirements, the estimate statements of comprehensive income must be prepared on an aggregated basis for the property portfolio on the basis of the future accounting policies of the group which must be in accordance with International Financial Reporting Standards.

Directors’ responsibility

The directors are responsible for the preparation and presentation of the estimate information in accordance with the JSE Listings Requirements, including the assumptions set out in Annexure 12, on which it is based, and for the financial information from which it has been prepared. This responsibility includes determining whether: • the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the estimate information; • the estimate information has been properly compiled on the basis stated; • the estimate information has been properly presented and that all material assumptions are adequately disclosed; and• the estimate information is presented on a basis consistent with the accounting policies of the group.

Reporting accountants’ responsibility

Our responsibility is to express a limited assurance conclusion on the reasonableness of the assumptions used in the estimate information and whether the estimate information has been prepared on the basis of those assumptions and is presented in accordance with the JSE Listings Requirements, based on the procedures we have performed and the evidence we have obtained.

We conducted our assurance engagement in accordance with the International Standard on Assurance Engagement (“ISAE”) 3000: The Examination of Prospective Financial Information (“ISAE 3000”), issued by the International Auditing and Assurance Standards Board and the SAICA circular entitled “The reporting accountants’ reporting responsibilities in terms of section 13 of the Listings Requirements of the JSE Limited ”. This standard requires that we plan and perform the engagement to obtain sufficient appropriate evidence on which to base our limited assurance conclusion as to whether or not:• management’s best-estimate assumptions on which the estimate information is based are not unreasonable and are consistent

with the purpose of the information;• the estimate information is properly prepared on the basis of the assumptions;

81

• the estimate information is properly presented and all material assumptions are adequately disclosed; and• the estimate information is prepared and presented on a basis consistent with the accounting policies of the group in

question for the period concerned.In a limited assurance engagement, the evidence-gathering procedures vary in nature from, and are less in extent than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

Information and sources of information

In arriving at our conclusion, we have relied upon estimate financial information prepared by management of the group and other information from various public, financial and industry sources.

The principal sources of information used in arriving at our conclusion are as follows: • the audited historical financial information of the Group for the period ended 28 February 2015;• management prepared an estimate for the period ended 31 August 2015;• discussions with the management of the group regarding the estimates presented;• discussions with management of the group regarding the prevailing market and economic conditions;• discussions with the property managers with regard to the estimate expenses;• lease agreements of the leases as set out below;• valuation reports in respect of the property;• property management agreements, acquisition agreements and agreements with promoters, where applicable; and• term sheets and loan agreements from bankers.

Procedures

In arriving at our limited assurance conclusion we performed the following procedures and evaluated the overall presentation of the estimate information:

Rental income• The estimate contracted rental income streams per the profit estimate, were selected for the property and agreed to the

underlying lease agreements. The total coverage obtained was 100% for the period ended 31 August 2015 of the estimate contracted rental income.

• The rental income streams from the above were recalculated to test the accuracy of the information contained in the profit estimate.

• No existing lease agreements that will expire during the period under review were identified. • 0% vacancy levels assumed.• The vacancy levels per the estimate model were compared to the historical vacancy levels to test for reasonableness.

Uncontracted rental income comprises 0% of the total estimate revenue for the period ended 31 August 2015.

Expenses

For the property, estimate expenses were compared to the historical expenses and explanations were obtained for any significant differences. The total expenses tested amounted to 100% of the total estimate expenses for the period ended 31 August 2015.

The detailed estimate expenditure was reviewed and the following expenses were noted that exceed 10% of total expenditure for the period ended 31 August 2015, as required by paragraph 13.14 of the JSE Listings Requirements:• other than the investment management fee of £155 250, the external interest on the bank debt of £25 006, professional

fees of £93 813 and director’s fees as further detailed in Annexure 3 of the pre-listing statement, there are no material expenditure items.

Portfolio expenses

The estimate interest income, interest expense, property management fees and other portfolio expenses were assessed for reasonableness and, where applicable, recalculated.

82

Application of accounting policies

We ascertained that the accounting policies to be applied by the group in the future were applied consistently in arriving at estimate income and that they are in compliance with International Financial Reporting Standards.

Model review

We determined that the assumptions tested in the procedures described above were those used in the estimate model.

Vacancy profile and lease expiry profile

We have assumed a 0% vacancy profile as indicated by management.

Inherent limitations

Achievability of the results

The estimate information is based on assumptions about events that may occur in the future and possible actions by the group. It is highly subjective in nature and its preparation requires the exercise of considerable judgement. While evidence may be available to support the assumptions on which the estimate information is based, such evidence is itself generally future oriented and, therefore, speculative in nature. Therefore we are unable to express an opinion as to whether the results shown in the estimate information will be achieved.

Accuracy of the information

The objective of our engagement is to provide a limited assurance conclusion on the reasonableness of the assumptions used in the estimate information, whether the estimate information has been prepared on the basis of those assumptions and is presented in accordance with the JSE Listings Requirements. We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions from the management of the group. While our work has involved an analysis of historical financial information and consideration of other information provided to us, our assurance engagement does not constitute an audit or review of historical financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements. Accordingly, we do not express an audit or review opinion thereon and assume no responsibility and make no representations in respect of the accuracy or completeness of any information provided to us, in respect of the property estimate and relevant information included in the pre-listing statement.

Limited Assurance Conclusion

Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that:• the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the estimate

information;• the estimate information has not been properly compiled on the basis stated;• the estimate information has not been properly presented in accordance with the JSE Listings Requirements and all material

assumptions are not adequately disclosed; and• the estimate information is not presented on a basis consistent with the accounting policies of the company or group in

question.Actual results are likely to be different from the estimate, since anticipated events frequently do not occur as expected and the variation may be material.

Restriction on distribution

Our report and the conclusion contained herein is provided solely for the benefit of the directors of the group and existing and prospective shareholders of the group for the purpose of their consideration of the listing of the company on the Johannesburg Stock Exchange. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

83

Consent

We consent to the inclusion of this report, which will form part of the pre-listing statement to the shareholders of the company, to be issued on or about 7 October 2015, in the form and context in which it appears.

Deloitte & ToucheRegistered Auditors

Per P KlebPartner

Deloitte & ToucheDeloitte PlaceThe Woodlands

Woodlands DriveWoodmead2196

National Executive: *LL Bam Chief Executive *AE Swiegers Chief Operating Officer *GM Pinnock Audit *DL Kennedy Risk Advisory *NB Kader Tax TP Pillay Consulting *K Black Clients & Industries *JK Mazzocco Talent & Transformation *MJ Jarvis Finance *M Jordan Strategy S Gwala Managed Services *TJ Brown Chairman of the Board *MJ Comber Deputy Chairman of the Board

A full list of partners and directors is available on request * Partner and Registered Auditor

B-BBEE rating: Level 2 contributor in terms of the Chartered Accountancy Profession Sector Code

Member of Deloitte Touche Tohmatsu Limited”

84

Annexure 13B

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE FORECAST STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP

“The Directors


1 October 2015

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE PROPERTY FORECAST INCLUDED IN THE PRE-LISTING STATEMENT

We have examined the property forecast statement of comprehensive income and the underlying assumptions of International Hotel Group Limited (“the company”), for the year ending 31 August 2016, as set out in Annexure 12 of the pre-listing statement to be dated on or around 7 October 2015 (the “pre-listing statement”), and the forecast vacancy profile, by sector and by gross lettable area and the forecast lease expiry profile based on existing lease agreements, as set out in paragraph 7 of the pre-listing statement (collectively “forecast information”).

The forecast information has been prepared and presented in accordance with the JSE Listings Requirements. In terms of the JSE Listings Requirements, the forecast statements of comprehensive income must be prepared on an aggregated basis for the property portfolio on the basis of the future accounting policies of the group which must be in accordance with International Financial Reporting Standards.

Directors’ responsibility

The directors are responsible for the preparation and presentation of the forecast information in accordance with the JSE Listings Requirements, including the assumptions set out in Annexure 12, on which it is based, and for the financial information from which it has been prepared. This responsibility includes determining whether: • the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast information; • the forecast information has been properly compiled on the basis stated; • the forecast information has been properly presented and that all material assumptions are adequately disclosed; and• the forecast information is presented on a basis consistent with the accounting policies of the group.

Reporting accountants’ responsibility

Our responsibility is to express a limited assurance conclusion on the reasonableness of the assumptions used in the forecast information and whether the forecast information has been prepared on the basis of those assumptions and is presented in accordance with the JSE Listings Requirements, based on the procedures we have performed and the evidence we have obtained.

We conducted our assurance engagement in accordance with the International Standard on Assurance Engagement (“ISAE”) 3400: The Examination of Prospective Financial Information (“ISAE 3400”), issued by the International Auditing and Assurance Standards Board and the SAICA circular entitled “The reporting accountant’s reporting responsibilities in terms of section 13 of the Listings Requirements of the JSE Limited”. This standard requires that we plan and perform the engagement to obtain sufficient appropriate evidence on which to base our limited assurance conclusion as to whether or not:• management’s best-estimate assumptions on which the forecast information is based are not unreasonable and are consistent

with the purpose of the information;• the forecast information is properly prepared on the basis of the assumptions;

85

• the forecast information is properly presented and all material assumptions are adequately disclosed; and• the forecast information is prepared and presented on a basis consistent with the accounting policies of the group in

question for the period concerned.In a limited assurance engagement, the evidence-gathering procedures vary in nature from, and are less in extent than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

Information and sources of information

In arriving at our conclusion, we have relied upon forecast financial information prepared by management of the group and other information from various public, financial and industry sources.

The principal sources of information used in arriving at our conclusion are as follows: • the audited historical financial information of the Group for the period ended 28 February 2015;• management prepared a forecast for the year ending 31 August 2016;• discussions with the management of the group regarding the forecasts presented;• discussions with management of the group regarding the prevailing market and economic conditions;• discussions with the property managers with regard to the forecast expenses;• lease agreements of the leases as set out below;• valuation reports in respect of the property;• property management agreements, acquisition agreements and agreements with promoters, where applicable; and• term sheets and loan agreements from bankers.

Procedures

In arriving at our limited assurance conclusion we performed the following procedures and evaluated the overall presentation of the forecast information:

Rental income

• The forecast contracted rental income streams per the profit forecast, were selected for the property and agreed to the underlying lease agreements. The total coverage obtained was 100% for the year ending 31 August 2016 of the forecast contracted rental income.

• The rental income streams from the above were recalculated to test the accuracy of the information contained in the profit forecast.

• No existing lease agreements that will expire during the period under review were identified. • 0% vacancy levels assumed.• The vacancy levels per the forecast model were compared to the historical vacancy levels to test for reasonableness.

Uncontracted rental income comprises 0% of the total forecast revenue for the year ending 31 August 2016.

Expenses

For the property, forecast expenses were compared to the historical expenses and explanations were obtained for any significant differences. The total expenses tested amounted to 100% of the total forecast expenses for the year ending 31 August 2016.

The detailed forecast expenditure was reviewed and the following expenses were noted that exceed 10% of total expenditure for the year ending 31 August 2016, as required by paragraph 13.14 of the JSE Listings Requirements:• other than the investment management fee of £203 170, the external interest on the bank debt of £317 251 and the

director’s fees as further detailed in Annexure 3 of the pre-listing statement, there are no material expenditure items.

Portfolio expenses

The forecast interest income, interest expense, property management fees and other portfolio expenses were assessed for reasonableness and, where applicable, recalculated.

86

Application of accounting policies

We ascertained that the accounting policies to be applied by the group in the future were applied consistently in arriving at forecast income and that they are in compliance with International Financial Reporting Standards.

Model review

We determined that the assumptions tested in the procedures described above were those used in the forecast model.

Vacancy profile and lease expiry profile

We have assumed a 0% vacancy profile as indicated by management.

Inherent limitations

Achievability of the results

The forecast information is based on assumptions about events that may occur in the future and possible actions by the group. It is highly subjective in nature and its preparation requires the exercise of considerable judgement. While evidence may be available to support the assumptions on which the forecast information is based, such evidence is itself generally future oriented and, therefore, speculative in nature. Therefore we are unable to express an opinion as to whether the results shown in the forecast information will be achieved.

Accuracy of the information

The objective of our engagement is to provide a limited assurance conclusion on the reasonableness of the assumptions used in the forecast information, whether the forecast information has been prepared on the basis of those assumptions and is presented in accordance with the JSE Listings Requirements. We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions from the management of the group. While our work has involved an analysis of historical financial information and consideration of other information provided to us, our assurance engagement does not constitute an audit or review of historical financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements. Accordingly, we do not express an audit or review opinion thereon and assume no responsibility and make no representations in respect of the accuracy or completeness of any information provided to us, in respect of the property forecast and relevant information included in the pre-listing statement.

Limited Assurance Conclusion

Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that:

• the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast information;

• the forecast information has not been properly compiled on the basis stated;• the forecast information has not been properly presented in accordance with the JSE Listings Requirements and all material

assumptions are not adequately disclosed; and• the forecast information is not presented on a basis consistent with the accounting policies of the company or group in

question.Actual results are likely to be different from the forecast, since anticipated events frequently do not occur as expected and the variation may be material.

Restriction on distribution

Our report and the conclusion contained herein is provided solely for the benefit of the directors of the group and existing and prospective shareholders of the group for the purpose of their consideration of the listing of the company on the Johannesburg Stock Exchange. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

87

Consent



Per P KlebPartner

Deloitte & ToucheDeloitte PlaceThe Woodlands

Woodlands DriveWoodmead2196





88

Annexure 14

CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

Set out below is the consolidated pro forma statement of financial position of IHGL as at 28 February 2015. The consolidated pro forma statement of financial position has been prepared to reflect the financial position of IHGL after adjusting for the pre-listing acquisition and the SA private placement (collectively “the adjustments”) on the assumption that the adjustments took place on 28 February 2015 and on the basis set out in the notes to the pro forma statement of financial position below.

The consolidated pro forma statement of financial position is the responsibility of the directors of IHGL and has been prepared for illustrative purposes to illustrate the effects of the adjustments on IHGL’s financial position at 28 February 2015. Due to the nature of the consolidated pro forma statement of financial position, it may not give a fair reflection of the financial position of IHGL after the adjustments.

The independent reporting accountants’ report on the consolidated pro forma statement of financial position is set out in Annexure 15.

The independent reporting accountants’ review conclusion on the value and existence of assets and liabilities acquired by the company is set out in Annexure 16.

The consolidated pro forma financial information has been prepared in terms of IRFS, The Guide on Pro forma Financial Information issued by SAICA and the accounting policies of the group set out in Annexure 19.

89

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shar

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Not

es a

nd a

ssum

ptio

ns:

1.

The

“Bef

ore”

fina

ncia

l inf

orm

atio

n ha

s bee

n ex

trac

ted

with

out a

djus

tmen

t fro

m th

e au

dite

d sta

tem

ent o

f fina

ncia

l pos

ition

of I

HG

L as

at 2

8 Fe

brua

ry 2

015,

as s

et o

ut in

Ann

exur

e 17

.2.

Th

e fin

anci

al in

form

atio

n ha

s be

en e

xtra

cted

with

out

adju

stmen

t fro

m t

he a

udite

d sta

tem

ent

of fi

nanc

ial p

ositi

on o

f San

dgat

e W

orce

ster

Inve

stmen

ts as

at

31 M

arch

201

5. Th

e sta

tem

ent

of fi

nanc

ial p

ositi

on o

f San

dgat

e W

orce

ster I

nves

tmen

ts as

at 3

1 M

arch

201

5 w

as a

udite

d by

Del

oitte

SA

who

issu

ed a

repo

rtin

g ac

coun

tant

s rep

ort o

n th

e sta

tem

ent o

f fina

ncia

l pos

ition

whi

ch w

as su

bmitt

ed to

the

JSE.

3.

Thes

e ad

justm

ents

com

prise

:(a

) th

e ac

quisi

tion

of S

andg

ate W

orce

ster I

nves

tmen

ts, w

hich

ow

ns a

hot

el p

rope

rty;

(b)

a lo

an a

dvan

ced

to S

andg

ate W

orce

ster I

nves

tmen

ts by

IHG

L of

£1

850

000;

and

(c)

the

issue

of 2

650

000

shar

es b

y IH

GL

at £

1.00

per

shar

e (p

ar v

alue

of £

0.00

1 pe

r sha

re a

nd sh

are

prem

ium

of £

0.99

9 pe

r sha

re) t

here

by ra

ising

cap

ital o

f £2

650

000;

93

4.

The

adju

stmen

t refl

ects

the

incr

ease

in fa

ir va

lue

of th

e in

vestm

ent i

n Sa

ndga

te W

orce

ster L

imite

d in

line

with

IFR

S 9

“Fin

ancia

l Ins

trum

ents”

and

resu

lts fr

om th

e co

mpa

ny b

eing

acq

uire

d fo

r les

s tha

n its

fair

valu

e;5.

Th

is co

nsol

idat

ion

adju

stmen

ts co

mpr

ise:

(a)

the

elim

inat

ion

of th

e in

vestm

ent i

n Sa

ndga

te W

orce

ster I

nves

tmen

ts;(b

) th

e el

imin

atio

n of

the

loan

pay

able

to th

e ho

ldin

g co

mpa

ny (r

ecog

nise

d by

San

dgat

e Wor

ceste

r Inv

estm

ents)

aga

inst

the

loan

rece

ivab

le fr

om su

bsid

iary

(rec

ogni

sed

by IH

GL)

; and

(c)

the

elim

inat

ion

of sh

are

capi

tal a

nd p

re-a

cqui

sitio

n re

serv

es o

f £95

3 75

6 in

San

dgat

e Wor

ceste

r Inv

estm

ents.

6.

The

“Afte

r the

San

dgat

e Wor

ceste

r Inv

estm

ents

acqu

isitio

n” is

the

“Bef

ore”

fina

ncia

l inf

orm

atio

n in

corp

orat

ing

the

adju

stmen

ts in

resp

ect o

f not

es 2

to 5

abo

ve.

7.

Thes

e ad

justm

ents

com

prise

:(a

) 12

350

000

shar

es a

re a

ssum

ed to

be i

ssue

d pu

rsua

nt to

the S

A pr

ivat

e pla

cem

ent a

t R20

.00

per s

hare

ther

eby

raisi

ng c

apita

l of a

ppro

xim

atel

y R

247

000

000

(app

roxi

mat

ely

£12

350

000

conv

erte

d at

a G

BP:Z

AR ex

chan

ge

rate

of £

1.00

: R20

.00)

;(b

) pa

ymen

t of e

stim

ated

tran

sact

ion

costs

am

ount

ing

to R

4.1

mill

ion

(app

roxi

mat

ely

£207

000

con

vert

ed a

t a G

BP:Z

AR e

xcha

nge

rate

of £

1.00

: R20

.00)

in re

spec

t of t

he S

A pr

ivat

e pl

acem

ent;

and

(c)

the

dedu

ctio

n fro

m sh

are

prem

ium

of t

he e

stim

ated

tran

sact

ion

costs

of £

207

000,

dire

ctly

attr

ibut

able

to th

e SA

priv

ate

plac

emen

t, ac

coun

ted

for i

n ac

cord

ance

with

IAS

32: F

inan

cial

Instr

umen

ts.8.

Th

e fin

anci

al in

form

atio

n ha

s bee

n ex

trac

ted

with

out a

djus

tmen

t fro

m th

e au

dite

d C

onso

lidat

ed S

tate

men

t of F

inan

cial

Pos

ition

of R

edefi

ne D

unsta

ble

Lim

ited

as a

t 28

Augu

st 20

15. Th

e sta

tem

ent o

f fina

ncia

l pos

ition

of

Rede

fine

Dun

stabl

e Li

mite

d as

at 2

8 Au

gust

2015

was

aud

ited

by D

eloi

tte S

A w

ho is

sued

a sp

ecia

l pur

pose

aud

it op

inio

n w

hich

was

subm

itted

to th

e JS

E.9.

Th

e ad

justm

ents

com

prise

the

acqu

isitio

n of

Red

efine

Dun

stabl

e Li

mite

d, w

hich

ow

ns a

subs

idia

ry w

hich

ow

ns th

e H

olid

ay In

n Ex

pres

s, D

unsta

ble.

10

. Th

e ad

justm

ent r

eflec

ts th

e in

crea

se in

fair

valu

e of

the

inve

stmen

t in

Rede

fine

Dun

stabl

e Li

mite

d in

line

with

IFR

S 9

“Fin

ancia

l Ins

trum

ents”

and

resu

lts fr

om th

e co

mpa

ny b

eing

acq

uire

d fo

r les

s tha

n its

fair

valu

e;11

. Th

ese

cons

olid

atio

n ad

justm

ents

com

prise

:(a

) th

e el

imin

atio

n of

the

inve

stmen

t in

Rede

fine

Dun

stabl

e Li

mite

d;

(b)

the

elim

inat

ion

of sh

are

capi

tal a

nd p

re-a

cqui

sitio

n re

serv

es in

Red

efine

Dun

stabl

e Li

mite

d; a

nd(c

) w

rite-

off o

f the

goo

dwill

aris

ing

on th

e ac

quisi

tion

of R

edefi

ne D

unsta

ble

Lim

ited.

12

. Th

e fin

anci

al in

form

atio

n ha

s bee

n ex

trac

ted

with

out a

djus

tmen

t fro

m th

e au

dite

d sta

tem

ent o

f fina

ncia

l pos

ition

of R

edefi

ne B

elve

dere

Lim

ited

as a

t 28

Augu

st 20

15. Th

e sta

tem

ent o

f fina

ncia

l pos

ition

of R

edefi

ne B

elve

dere

Li

mite

d as

at 2

8 Au

gust

2015

was

aud

ited

by D

eloi

tte S

A w

ho is

sued

a sp

ecia

l pur

pose

aud

it op

inio

n w

hich

was

subm

itted

to th

e JS

E.13

. Th

e ad

justm

ents

com

prise

the

acqu

isitio

n of

Red

efine

Bel

vede

re L

imite

d, w

hich

ow

ns th

e pr

oper

ty in

dev

elop

men

t, be

ing

Trav

elod

ge, B

elve

dere

14.

Thes

e co

nsol

idat

ion

adju

stmen

ts co

mpr

ise:

(a

) th

e el

imin

atio

n of

the

inve

stmen

t in

Rede

fine

Belv

eder

e Li

mite

d;

(b)

the

elim

inat

ion

of th

e lo

an p

ayab

le to

the

hold

ing

com

pany

aga

inst

the

loan

rece

ivab

le fr

om th

e su

bsid

iary

; and

(c)

the

elim

inat

ion

of sh

are

capi

tal.

15.

Thes

e ad

justm

ents

com

prise

the

settl

emen

t of t

he D

unsta

ble

and

Belv

eder

e pu

rcha

se c

onsid

erat

ions

from

the

proc

eeds

of t

he S

A pr

ivat

e pl

acem

ent.

16.

This

colu

mn

is th

e “A

fter t

he S

andg

ate,

Red

efine

Dun

stabl

e an

d Re

defin

e Be

lved

ere

acqu

isitio

ns a

nd re

valu

atio

n of

inve

stmen

t pro

pert

ies”

figu

res i

ncor

pora

ting

the

adju

stmen

ts in

resp

ect o

f not

es 7

to 1

4 ab

ove.

17

. N

o in

com

e be

nefit

has

bee

n at

trib

uted

to th

e su

rplu

s pro

ceed

s rec

eive

d in

resp

ect o

f the

SA

priv

ate

plac

emen

t and

thes

e pr

ocee

ds a

re in

tend

ed to

be

used

for a

ny fu

ture

acq

uisit

ions

whi

ch m

ay a

rise.

18

. Th

ere

are

no o

ther

pos

t bal

ance

shee

t eve

nts w

hich

requ

ire a

djus

tmen

t to

the

cons

olid

ated

pro

form

a sta

tem

ent o

f fina

ncia

l pos

ition

.

94

Annexure 15

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

“The Directors


1 October 2015

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA STATEMENT OF FINANCIAL POSITION INCLUDED IN THE PRE-LISTING STATEMENT

We have completed our assurance engagement to report on the compilation of pro forma financial information of International Hotel Group Limited by the directors. The pro forma financial information, as set out in Annexure 14 of the pre-listing statement, to be dated on or about 7 October 2015 (“pre-listing statement”), consists of the statement of financial position and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements.

The pro forma financial information has been compiled by the directors to illustrate the impact of the transaction, being the property acquisitions and the private placement, on the company’s financial position as at 28 February 2015, being the last day of the financial period for the purposes of the statement of financial position. As part of this process, information about the company’s financial position has been extracted by the directors from the company’s financial statements for the period ended 28 February 2015, on which an unmodified auditor’s report was issued.

Directors’ responsibility for the pro forma financial information

The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 14 of the pre-listing statement.

Reporting Accountants’ responsibility

Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a Prospectus, which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

As the purpose of pro forma financial information included in a pre-listing statement is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the transaction had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the transaction at 28 February 2015 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

95

• the related pro forma adjustments give appropriate effect to those criteria; and• the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial

information.

Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 14 of the pre-listing statement.


Per P KlebPartner

Deloitte & ToucheDeloitte PlaceThe WoodlandsWoodlands DriveWoodmead2196





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Annexure 16

INDEPENDENT REPORTING ACCOUNTANTS’ REVIEW CONCLUSION ON THE VALUATION AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED BY IHGL

“The Directors


1 October 2015

Dear Sirs

REVIEW CONCLUSION ON THE VALUATION AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED BY INTERNATIONAL HOTEL GROUP LIMITED (“IHG”)

Introduction

We have reviewed the assets and liabilities acquired by IHG as reflected in the acquisition adjustment columns of the pro forma statement of financial position included in Annexure 14 of the pre-listing statement to be issued on or about 7 October 2015 (“the pre-listing statement”) relating to the assets and liabilities to be acquired by IHG prior to the listing on the JSE Limited. The directors are responsible for the compilation, contents and preparation of the adjustment columns of the pro forma statement of financial position in accordance with International Accounting Standards and the requirements of the Companies Act of South Africa. Our responsibility is to express a review conclusion on the valuation and existence of the assets and liabilities acquired as reflected in the adjustment columns in accordance with the accounting policies adopted by IHG and the recognition and measurement criteria of International Financial Reporting Standards (“IFRS”).

Scope of review

We conducted our review in accordance with International Standards on Review Engagements 2410: Review of Interim Financial Information Performed by the independent auditor of the entity. This standard requires that we plan and perform the review to obtain moderate assurance on the valuation and existence of the assets and liabilities acquired by IHG as reflected in the adjustment columns of the pro forma statement of financial position. Our review conclusion is included in this pre-listing statement in accordance with paragraph 13.16(e) of the JSE Listings Requirements.

A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the assets and liabilities acquired by IHG as reflected in the adjustment columns of the pro forma statement of financial position included in Annexure 14 of the pre- listing statement are not fairly valued, do not exist or are not fairly presented, in all material respects, in accordance with the accounting policies adopted by IHG and recognition and measurement criteria of IFRS.

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Per P KlebPartner






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Annexure 17

HISTORICAL FINANCIAL INFORMATION OF IHGL

Set out below are extracts from the financial statements of IHGL for the period from incorporation to 28 February 2015. These extracts are the responsibility of the directors of IHGL. The independent reporting accountants audit report thereon is contained in Annexure 18.

Incorporation, name, address and subsidiaries

International Hotel Group Limited was incorporated on 10 February 2015 in the BVI in accordance with the applicable laws of BVI. The company’s registered address is Coastal Building, Wickham’s Cay II, Road Town, Tortola, BVI.

Nature of business

The company has been established in BVI with the primary objective of opportunistically acquiring good quality undervalued hotel property assets (predominantly in the UK and Europe), in order to offer investors a high yielding property investment.

Results of operations

The results of operations are set out in the financial statements.

Dividend

No dividends were declared during the current period.

General review and commentary

The company did not trade from 10 February 2015, being the date of incorporation, to 28 February 2015.

Board of directorsHelder Pereira (Chief executive officer)David Hart (Chief financial officer)Miles Walton (Non-executive director)Peter Todd (Non-executive director)Daniel Romburgh (Independent non-executive director)

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Statement of Financial Position as at 28 February 2015

Notes2015

£

AssetsCurrent assetsOther receivables 1

Total current assets 1

Total assets 1Equity and liabilitiesCapital and reservesShare capital 3 1

Total equity attributable to equity shareholders 1

Total liabilities –

Total equity and liabilities 1

Net asset value per share 1Tangible net asset value per share 1

Notes to the financial statementsfor the period from incorporation to 28 February 2015

1. GENERAL INFORMATION

International Hotel Group Limited (“IHGL”) was incorporated on 10 February 2015 under the laws of the British Virgin Islands. The preparation of the financial statements was supervised by the Finance Director, David Hart.

The primary objective of the company is to opportunistically acquire good quality undervalued hotel assets (predominantly in the UK and Europe), in order to offer investors a high yielding property investment.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ marginally from these estimates. In preparing these financial statements, the significant judgments made by management in applying the company’s accounting policies and the key sources of estimation are discussed further in Note 2.2 basis of preparation.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and incorporate the principal accounting standards as set out below.

2.2 Basis of preparation

The financial statements have been prepared on the historical cost basis and are presented in GBP (£), which is the functional and presentational currency of the company.

Critical judgements and estimates

The preparation of financial statements in conformity with IFRS requires the use of accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies.

The principal areas where such judgements and estimates have been made are:

Going concern

The group’s financial statements have been prepared on a going concern basis.

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2.3 Share capital

Ordinary share capital

Ordinary shares are classified as equity.

3. SHARE CAPITAL AND RESERVES

Share capital and share premium

Period to 28 February

2015 £

Authorised50 000 ordinary shares of £1 each 50 000

Issued

1 ordinary share of £1 each 1

1

One share was issued upon incorporation.

4. SUBSEQUENT EVENTS

Save for the acquisitions, further details of which are set out in Annexure 10, the directors are not aware of any other events subsequent to 28 February 2015, not arising in the normal course of business, which are likely to have a material effect on the financial information contained in these financial statements.

5. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the board on 28 July 2015.

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Annexure 18

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF IHGL

“The Directors


1 October 2015

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION INCLUDED IN THE PRE-LISTING STATEMENT

Introduction

We have audited the historical financial information of International Hotel Group Limited (“the company”) in respect of the period from incorporation to 28 February 2015, set out in Annexure 17. The historical financial information in respect of the period comprises the statement of financial position as at the period-end date, and the notes, comprising a summary of significant accounting policies and other explanatory information.

Directors’ responsibility for the historical financial information

The company’s directors are responsible for the preparation and fair presentation of the historical financial information in accordance with the requirements of the JSE Listings Requirements, and for such internal control as the directors determine is necessary to enable the preparation of historical financial information that is free from material misstatement, whether due to fraud or error.

The JSE Listings Requirements require the historical financial information in respect of each period to be prepared in accordance with the conceptual framework, the measurement and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and also, as a minimum, to be presented and contain the disclosures required by the JSE Listings Requirements.

Reporting Accountants’ responsibility

Our responsibility is to express an opinion on the historical financial information based on our audit.

We conducted our audit of the historical financial information in accordance with International Standards on Auditing (ISAs). This standard requires that we comply with ethical requirements.

We plan and perform the audit to obtain reasonable assurance about whether the historical financial information is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the historical financial information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the group’s preparation of the historical financial information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the historical financial information.

We believe that the evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

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Opinion

In our opinion, the historical financial information in respect of the period from incorporation to 28 February 2015 is prepared, in all material respects, in accordance with the requirements of the JSE Listings Requirements and the International Financial Reporting Standards, as set out in notes to the historical financial information.

Other information in the pre-listing statement

As required by paragraph 8.53 of the JSE Listings Requirements, we have read the pre-listing statement in which the historical financial information is contained, for the purpose of identifying whether there are material inconsistencies between the pre-listing statement and the historical financial information which has been subject to audit. The pre-listing statement is the responsibility of the directors. Based on reading the pre-listing statement we have not identified material inconsistencies between this report and the historical financial information which has been subject to audit. However, we have not audited the pre-listing statement and accordingly do not express an opinion on it.

Consent



Per P KlebPartner






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Annexure 19

ACCOUNTING POLICIES OF THE GROUP

1. ACCOUNTING POLICIES

1.1 Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB, the AC 500 series issued by the Accounting Practices and incorporate the principal accounting policies set out below.

The accounting policies have been applied consistently to all periods presented in these financial statements except for the adoption of new accounting standards as set out below.

1.2 Basis of preparation

The financial statements are presented in GBP (£), which is the functional and presentational currency of the company and are rounded to the nearest thousand. They are prepared using the historical cost basis except for investment property and financial instruments at fair value through profit or loss.

Critical judgements and estimates

The preparation of financial statements in conformity with IFRS requires the use of accounting estimates. It also requires management to exercise its judgement in the process of applying the company’s accounting policies. The estimates and assumptions relating to the fair value of investment properties have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

The principal areas where such judgements and estimates have been made are:

Going concern

The group’s financial statements have been prepared on a going concern basis.

Property acquisitions

Where properties are acquired through the acquisition of corporate interests, the Directors have regard to the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.

Where such acquisitions are not judged to be an acquisition of a business the transactions are accounted for as if the company had acquired the underlying property directly. Accordingly, no goodwill arises, rather the cost of the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date.

1.3 Rental income

Rental income from investment property leased out under operating leases is recognised in the statement of comprehensive income on a straight-line basis over the term of the leases. Lease incentives granted are recognised as an integral part of the total rental income and amortised over the term of the leases.

Contingent rental income is recognised as it arises. Premiums to terminate leases are recognised in the statement of comprehensive income as they arise.

Management has considered the potential transfer of risks and rewards of ownership for all properties leased to tenants and has determined that all such leases are to be classified as operating leases.

1.4 Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the annual general meeting.

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1.5 Income tax

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. In respect of deferred tax assets arising from investment property measured at fair value, the presumption that recovery will be through sale rather than use has not been rebutted.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

1.6 Earnings per share

Earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding adjusted for the effects of all dilutive potential ordinary shares.

In calculating headline earnings per share headline earnings include fair value adjustments for financial liabilities and accounting adjustments required to account for lease income on a straight-line basis, as well as other non-cash accounting adjustments that do not affect distributable earnings.

1.7 Financial assets

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset.

The company’s receivables comprise trade and other receivables and cash and cash equivalents in the statement of financial position. Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the company will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

1.8 Investment property

Investment properties are those which are held either to earn rental income or for capital appreciation or for both. Investment properties are stated at fair value. External, independent valuation companies, having professionally qualified valuers and recent experience in the location and category of property being valued, value the portfolios on an annual basis. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably and without compulsion.

The valuations are prepared by considering comparable market transactions for sales and letting and having regard for the current leases in place. In the case of lettings this includes considering the aggregate of the net annual market rents receivable from the properties and where relevant, associated costs. A yield which reflects the risks inherent in the net cash flows is applied to the net annual rentals to arrive at the property valuation.

Any gain or loss arising from a change in fair value is recognised in Statement of comprehensive income.

Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of a qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Capitalisation of borrowing costs may continue until the assets are substantially ready for their intended use. If the resulting carrying amount of the

105

assets exceeds its value, an impairment loss is recognised. The capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of the development cost financed out of general funds, to the average rate.

1.9 Cash and cash equivalents

Cash and cash equivalents comprise cash balances on hand, cash deposited with financial institutions. Cash and cash equivalents have a maturity of less than three months.

1.10 Share capital

Ordinary share capital

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The company’s ordinary shares are classified as equity instruments. External costs directly attributable to the issue of new shares are shown as a deduction in equity, net of tax, from the proceeds.

1.11 Loans and borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of comprehensive income over the period of the borrowings on an effective interest basis.

Finance costs

Finance costs recognised in the statement of comprehensive income comprise interest payable on borrowings calculated using the effective interest rate method, net of interest capitalised.

106

Annexure 20

CAPITAL STRUCTURE

1. AUTHORISATIONS

1.1 The following resolution was duly passed by the sole shareholder on 10 July 2015:

1.1.1 “It was noted that the shareholder would like to amend the existing Memorandum and Articles of Association of the company.

It was resolved that the existing Memorandum and Articles of Association be amended in its entirety.

Accordingly, it was resolved that the amendment be filed with the Registry of Corporate Affairs.”

This resolution required the approval of more than 75% of the voting rights of shareholders exercised on the resolution.

1.2 The following resolutions have been duly passed by IHGL shareholders on 22 July 2015:

1.2.1 “Ordinary Resolution Number 1: Approval to issue shares in terms of the SA Private Placement in terms of the M&A

THAT, the issue by the company of up to approximately 222 222 shares at an issue price payable in South African Rand which is equivalent to £1.00 per share in terms of the SA private placement, as defined in the draft pre-listing statement attached hereto, be and is hereby approved in terms of Article 2.1(f) of the memorandum and articles of association (“M&A”) of the company.”


1.2.2 “Ordinary Resolution Number 2: Control over unissued shares

THAT, in accordance with the M&A, the entire authorised but unissued share capital be and is hereby placed under the control and authority of the directors of the company, which directors are hereby authorised and empowered to allot, issue and otherwise dispose of such share capital to such person or persons on terms and conditions and at such times as the directors of the company may from time to time and in their discretion deem fit, provided that the company’s M&A, the BVI Business Companies Act 16 of 2004 and (once the listing has taken place) the LuxSE Rules and Regulations and the JSE Listings Requirements, each as presently constituted and amended from time to time, have been complied with.”


1.2.3 “Ordinary Resolution Number 3: General mandate to allot and issue securities

THAT conditional upon the passing of Ordinary Resolution Number 2, the directors be and are hereby specifically authorised pursuant to Article 2.1(f) of the M&A, to allot and issue new ordinary shares in the Company for the purposes of acquiring assets in terms of the strategy stated in the company’s draft PLS to new and/or existing shareholders. The issue of such shares is conditional upon the company being listed on the JSE’s AltX.”


1.2.4 “Special Resolution Number 1: Acquisition of own shares

THAT the Directors be and are hereby authorised pursuant to Article 4.1 of the Memorandum and Articles of Association, to purchase, redeem or otherwise acquire up to 20% of the company’s own share capital, and hold such shares in Treasury.”


107

1.2.5 “Ordinary Resolution Number 4: Treasury shares

THAT, pursuant to Article 4.4 of the Memorandum and Articles of Association, any shares of the company held by the company as Treasury Shares shall be at the disposal of the Board, which may hold all or any of the Shares, dispose of or transfer all or any of the Shares for cash or other consideration, or cancel all or any of the Shares; providing that the company shall not exercise any rights in respect of Shares held as Treasury Shares including any right to attend and vote at any meetings of Shareholders. Such general authority shall be valid only until the next annual general meeting of the company or from 15 months from the date of the passing of this resolution, whichever is earlier and it may be varied or revoked by any general meeting of the Shareholders prior to such annual general meeting.”


1.3 The following resolution has been duly passed by IHGL shareholders on 6 August 2015:

1.3.1 “WE, BEING THE SOLE MEMBER OF THE COMPANY RESOLVE THAT Ordinary Resolution Number 1 (Approval to issue shares in terms of the SA Private Placement in terms of the M&A) adopted by us on Wednesday, 22 July 2015 be and is hereby amended and replaced with the following:

1.3.1.1 Ordinary Resolution Number 1: Approval to issue shares in terms of the SA Private Placement in terms of the M&A:

THAT, the issue by the company of up to approximately 30 000 000 shares at an issue price payable in South African Rand which is equivalent to £1.00 per share in terms of the SA private placement, as defined in the draft pre-listing statement attached hereto, be and is hereby approved in terms of Article 2.1(f) of the memorandum and articles of association (“M&A”) of the company.”


1.4 The following resolution has been duly passed by IHGL shareholders on 11 August 2015:

1.4.1 “WE BEING THE SOLE MEMBER OF THE COMPANY RESOLVE THAT the company’s change of name, to INTERNATIONAL HOTEL GROUP LIMITED, be approved in terms of Article 2.2 of the company’s memorandum and articles of association (the “M&A”) and that the M&A be updated accordingly.”


2. RIGHTS ATTACHING TO SHARES

2.1 Extracts of the company’s MoA and AoA relating to the rights attaching to shares are set out in Annexure 6.

2.2 In accordance with the company’s MoA and AoA, during any vote at any general meeting every person present and entitled to exercise voting rights shall be entitled to one vote on a show of hands, irrespective of the number of voting rights that person would otherwise be entitled to exercise or on a poll of any person who is present at the meeting, whether as a shareholder or as a proxy for a shareholder, has the number of votes determined in accordance with the voting rights associated with the securities held by the shareholder.

2.3 Shareholders are entitled to participate proportionately in any distribution made by the company and to receive proportionately in the distribution of the surplus assets of the company.

2.4 Any variation in rights attaching to shares will require the consent of 75% of shareholders in a general meeting in accordance with the company’s MoA and AoA.

2.5 Any distribution declared must be made payable to shareholders registered as at a date subsequent to the date of declaration thereof or the date of confirmation thereof, whichever is the later date.

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3. OPTIONS AND PREFERENTIAL RIGHTS IN RESPECT OF THE SHARES

3.1 There are no preferential conversion, redemption and/or exchange rights in respect of any of the shares.

3.2 The company is not party to any contract or arrangement (or proposed contract or arrangement), whereby an option or preferential right of any kind is (or is proposed to be) given to any person to subscribe for any shares in the company or any subsidiary of the company.

4. ALTERATIONS TO SHARE CAPITAL

4.1 The company was incorporated on 10 February 2015 with an authorised share capital of 50 000 ordinary shares with a par value of £1.00.

4.2 On 10 February 2015, the company issued one ordinary share at an issue price of £1.00 per share.

4.3 On 17 March 2015, the board resolved to subdivide the 50 000 ordinary shares into 5 000 000 ordinary shares of par value £0.01 per share.

4.4 On 3 June 2015, the board resolved to subdivide the 5 000 000 into 50 000 000 shares of par value £0.0001 per share.

4.5 On 18 June 2015, the board resolved to increase the authorised share capital from 50 000 000 to 1 000 000 000 shares of par value £0.001 per share.

4.6 Save for the aforementioned, there have been no sub-divisions or consolidation of shares since the date of incorporation of the company.

4.7 On 23 July 2015, the board resolved to redeem 1 share of par value £0.001 per share.

4.8 No share repurchases were undertaken by the company since its incorporation.

4.9 No offer of shares in the company was made to the public since its incorporation.

4.10 Other than provided in this paragraph, there have been no alterations to the authorised share capital of the company since its incorporation to the last practicable date.

5. ISSUE AND REPURCHASES OF SHARES

5.1 Other than set out in the table below and paragraph 4 above, there have been no other issues, repurchases or offers of securities of the company for the period from incorporation to the last practicable date.

Date Nature CounterpartyNumber of shares

Price per share Reason

10 February 2015

Issue on incorporation

Joyful Oceantides Limited

1 £1.00 Issue on incorporation

31 March 2015

Consideration issue

Oceantides Property Holdings Limited

2 650 000 £1.00 Consideration issue, the terms of which are set out in Annexure 10

5.2 Save for the Sandgate acquisition, further details of which are set out in Annexure 10, there were no assets acquired or to be acquired out of the proceeds of any issue.

5.3 All shares which have been issued, were issued at a price which the board considered to represent the fair market value for the company’s shares.

5.4 The entire authorised but unissued share capital of the company is placed under the control of the directors of the company, who are authorised and empowered to issue, allot and dispose of such share capital.

6. STATEMENT AS TO LISTING ON STOCK EXCHANGE

The shares of the company are listed on the LuxSE which constitutes the company’s primary listing.

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Annexure 22

CORPORATE GOVERNANCE STATEMENT

Set out below is a summary of the Ten Principles of Corporate Governance of the LuxSE (3rd edition-revised version).

Principle 1 – Corporate governance framework

The company shall adopt a clear and transparent corporate governance framework for which it shall provide adequate disclosure.

Principle 2 – The board of directors’ remit

The board shall be responsible for the management of the company. As a collective body, it shall act in the corporate interest, and shall serve all the shareholders by ensuring the long-term success of the company.

Principle 3 – Composition of the board of directors and of the special committees

The board shall be composed of competent, honest, and qualified persons. Their choice shall take account of the specific features of the company.

The board shall establish the special committees necessary for the proper execution of its remit.

In this regard, Peter Todd has been appointed as chairman of the board and an audit committee comprising Peter Todd and Daniel Romburgh has been constituted.

Principle 4 – Appointment of directors and executive managers

The company shall establish a formal procedure for the appointment of directors and executive managers.

Principle 5 – Conflicts of interest and business ethics rules

The directors must show integrity and commitment. Each shall represent the shareholders as a whole, and shall make decisions solely in the company’s interest, and independently of any conflict of interest.

Principle 6 – Evaluation of the performance of the Board

The board shall assess regularly its operating methods and its relationship with the executive management.

Principle 7 – Management structure

The board shall set up an effective structure of executive management. It shall clearly define the assignments and duties of executive management and shall delegate the powers required for the proper discharge of these assignments and duties to the latter.

Principle 8 – Remuneration policy

The company shall secure the services of qualified directors and executive managers by means of a fair remuneration policy that is compatible with the long-term interests of the company.

Principle 9 – Financial reporting, internal control, and risk management

The board shall establish strict rules that are designed to protect the company’s interests in the areas of financial reporting, internal control and risk management.

Principle 10 – Shareholders

The company shall respect the rights of its shareholders and shall ensure that they receive equal treatment. The company shall establish a policy of active communication with its shareholders.




APPLICATION FORM FOR INVITED INVESTORS WISHING TO ACQUIRE SHARES VIA THE ALTX OF THE JSE – THE SA PRIVATE PLACEMENT APPLICATION FORM

TO BE COMPLETED BY INVITED INVESTORS

An offer to invited investors to subscribe for shares in IHGL (“private placement shares”) at an issue price payable in Rand which is equivalent to £1.00 per placement share determined at the prevailing GBP:ZAR exchange rate at 17:00 on Wednesday, 7 October 2015 (“private placement price”) (the “private placement”), in terms of the pre-listing statement (the “pre-listing statement”).

Successful invited investors will be advised of their allotment of private placement shares by a date no later than Thursday, 8 October 2015.

Please refer to the instructions overleaf before completing this application form.

NOTE: FAILURE TO RETURN A FULLY COMPLETED PRIVATE PLACEMENT APPLICATION FORM WILL RENDER THE PRIVATE PLACEMENT APPLICATION FORM INVALID

Dematerialised shares

The allocated private placement shares will be transferred to successful invited investors in dematerialised form only. Accordingly, all successful invited investors must appoint a Central Securities Depository Participant (“CSDP”) directly, or a broker, to receive and hold the dematerialised shares on their behalf.

Should a shareholder require a physical share certificate for its IHGL shares, it will have to re-materialise its IHGL shares at its own cost following the listing on the JSE and should contact its CSDP or broker to do so.

As allocated private placement shares will be transferred to successful invited investors on a delivery-versus-payment basis, payment will be made by your CSDP or broker on your behalf.

Invited investors must complete this application form in respect of the SA private placement and hand deliver or email it to:

If delivered by hand or by courier:Attention: Letrisha Mahabeer6A Sandown Valley CrescentSandown Sandton, 2196

If [email protected]

In the event that this application is submitted through a broker or CSDP, the broker or CSDP must stamp this application form.

This application form must be received by no later than 17:00 on Wednesday, 7 October 2015.

Invited investors must contact their CSDP or broker and advise them that they have submitted the application form as instructed above. Pursuant to the application, invited investors must make arrangements with their CSDP or broker for payment to be made as stipulated in the agreement governing their relationship with their CSDP or broker, in respect of the shares allocated to them in terms of the SA private placement by the settlement date, expected to be Wednesday, 14 October 2015.

Conditions precedent

The listing is subject to the company maintaining a spread of public shareholders acceptable to the JSE at the point of listing on the AltxX, being public shareholders holding not less than 10% of the issued share capital of the company.

Reservation of rights

The directors of IHGL reserve the right to refuse any application(s), either in whole or in part, or to pro rate any or all application(s) (whether or not received timeously) in any manner as they may, in their sole and absolute discretion, determine.

The directors of IHGL reserve the right to accept or reject, either in whole or in part, any SA private placement application form should the terms contained in the pre-listing statement, of which this SA private placement application form forms part, and the instructions herein not be properly complied with.

Applications may be made for a minimum of R1 000 000 for a single addressee acting as principal.

To the directors:International Hotel Group Limited (“IHGL”)

1. I/We, the undersigned, confirm that I/we have full legal capacity to contract and, having read the pre-listing statement, hereby irrevocably apply for and request you to accept my/our application for the undermentioned value to subscribe for private placement shares under the SA private placement set out in the pre-listing statement to which this application form is attached and in terms of the terms and conditions set out therein and that may, in your absolute discretion, be allotted to me/us, subject to the MoA of International Hotel Group Limited.

2. I/We wish to receive my/our allocated private placement shares in dematerialised form and will hand this offer application form to Java Capital Proprietary Limited, and will provide appropriate instructions to my/our CSDP or broker, as the case may be, with regard to the application herein and the payment thereof, as stipulated in the agreement governing my/our relationship with my/our CSDP or broker, as the case may be. I/We accept that payment in respect of these applications will be, in terms of the custody agreement entered into between me/us and my/our CSDP or broker, as the case may be, on a delivery-versus-payment basis.

3. I/We understand that the subscription for private placement shares in terms of the pre-listing statement conditional on the granting of a listing of the shares of IHGL on the JSE Limited by Wednesday, 14 October 2015 or such alternative date as the directors may determine.

Dated 2015 Telephone number ( )

Signature Cell phone number ( )

Assisted by (where applicable)

Surname of individual or Name of corporate body Mr

Mrs

Miss

Other title

Full names (if individual)

ID No./Registration No./Passport No.

Street address – (no abbreviations)

Suburb

Postal code

City

Postal address (preferably PO Box address)

Postal code

Telephone number ( )

Cell phone number ( )

Email address

Rand value of private placement shares applied for R(Enter figures only – not words)

Required information must be completed by CSDP or broker with their stamp and signature affixed hereto.

CSDP name

CSDP contact person

CSDP contact telephone number

Authorised dealer of exchange control

SCA or bank CSD account number

Scrip account number

Settlement bank account number

Stamp and signature of CSDP or broker

This application will constitute a legal contract between IHGL and the applicant. Application forms will not be accepted unless the above information has been furnished.

INSTRUCTIONS:1. Applications may be made on this application form only for a minimum of R1 000 000 for a single addressee acting as principal. Copies or reproductions

of the application form will be accepted at the discretion of the directors of IHGL.2. Applications are irrevocable and may not be withdrawn once submitted.3. CSDP’s and brokers will be required to retain this application form for presentation to the directors if required.4. Please refer to the terms and conditions of the SA private placement set out in paragraph 16 of the pre-listing statement. Applicants should consult their

broker or other professional advisor in case of doubt as to the correct completion of this application form.5. Applicants need to have appointed a CSDP or broker and must advise their CSDP or broker in terms of the custody agreement entered into between

them and their CSDP or broker. Payment will be made on a delivery-versus-payment basis.6. No payment should be submitted with this application form to IHGL.7. If payment is dishonoured, or not made for any reason, IHGL may, in its sole discretion, regard the relevant application as invalid or take such other

steps in regard thereto as it may deem fit.8. No receipts will be issued for application forms, application monies or any supporting documentation.9. All alterations on this application form must be authenticated by full signature.10. As allocated shares are being transferred to successful applicants on a delivery-versus-payment basis, no payment will be required to be made if the

SA private placement or listing on the JSE is not successful.