TSOGO SUN HOLDINGS LIMITED - Update on the Proposed Acquisition Of Certain Gaming Businesses from Niveus Investments Limited

Update on the Proposed Acquisition Of Certain Gaming Businesses from Niveus Investments Limited

TSOGO SUN HOLDINGS LIMITED
(Incorporated in South Africa)
(Registration number 1989/002108/06)
JSE share code: TSH
ISIN: ZAE000156238
(“Tsogo”)


UPDATE ON THE PROPOSED ACQUISITION OF CERTAIN GAMING BUSINESSES FROM NIVEUS
INVESTMENTS LIMITED (“NIVEUS”)

1.   Introduction

     Shareholders are referred to the SENS announcements released by Tsogo on 14 March 2017
     and 11 May 2017 in respect of, inter alia, Tsogo’s proposed acquisition of the shares in Niveus
     Invest 19 Limited (“Gameco”) the holding company of certain gaming businesses in the Niveus
     group (“Proposed Transaction”).

     Shareholders are hereby advised that Tsogo has completed a due diligence investigation in
     respect of Gameco. Tsogo, Niveus and Hosken Consolidated Investments Limited (“HCI”) have
     furthermore concluded an agreement which records the terms of the Proposed Transaction,
     which is subject to the fulfilment (or waiver by the parties to the extent legally permitted) of, inter
     alia, the following conditions precedent:

     -     that the Proposed Transaction be approved by a subcommittee of independent directors of
           Tsogo;
     -     that Gameco shareholders (including HCI and Niveus) holding not less than 345 000 100
           Gameco shares in the aggregate (representing not less than 75% of the shares in
           Gameco), irrevocably undertake to dispose of their shares to Tsogo in accordance with the
           terms of the Proposed Transaction; and
     -     that the parties obtain any and all necessary statutory and regulatory approvals for the
           implementation of the Proposed Transaction (including shareholder approval in terms of
           the JSE Listings Requirements) on such conditions as are acceptable to Niveus and Tsogo,
     by 30 September 2017 (or such later date as may be agreed upon by the parties in writing).

     Pursuant to the above, shareholders are advised that it is anticipated that a circular detailing the
     terms of the Proposed Transaction and incorporating a notice convening a general meeting of
     shareholders to consider, and if deemed fit, approve the requisite resolutions to implement the
     Proposed Transaction, will be sent to shareholders in due course.

2.   Changes to the Minority Offer consideration

     Shareholders are further advised that, in terms of the Proposed Transaction, the offer (the
     “Minority Offer”) by Tsogo to acquire all of the ordinary shares in Gameco, other than those
     owned by HCI, will be settled with a consideration comprising:

     -     80% in cash (at R9.739 per Gameco share); and
     -     20% in Tsogo ordinary shares (in the ratio of 1 Tsogo Consideration Share for every 2.875
           Gameco shares).

27 June 2017

Corporate advisor and transaction sponsor to Tsogo
Investec Bank Limited

Corporate law advisor to Tsogo
Tabacks

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