SUPER GROUP LIMITED - SG Fleet Proposed Initial Public Offering

SG Fleet Proposed Initial Public Offering

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
(“Super Group”)

This announcement is not for release, circulation or
distribution into Australia

SG Fleet Proposed Initial Public Offering

Super Group shareholders are referred to the announcement
released on the Stock Exchange News Service of the JSE Limited
on 6 January 2014 informing shareholders that CHAMP Ventures Pty
Limited (“CHAMP Ventures”), an Australian private equity firm,
was exploring alternatives for its 42% minority interest in SG
Fleet Holdings Proprietary Limited (Australia) (“SG Fleet”), a
subsidiary of Super Group that operates in the Fleet Management
sector.

Super Group notes that SG Fleet is considering a proposal to
undertake an initial public offering of ordinary shares
(“Shares”) by way of an offer for sale of existing Shares in SG
Fleet Group Limited (“SG Fleet Group”) and a listing of SG Fleet
Group on the Australian Securities Exchange (the “IPO”).

If the IPO proceeds, Super Group will maintain a controlling
shareholding in SG Fleet of approximately 51%, while funds
associated with CHAMP Ventures will exit their 42% minority
shareholding in SG Fleet through the IPO. Super Group remains
committed to the long-term growth of the SG Fleet business and
will be represented on the board of SG Fleet by its CEO.

A final decision on whether or not to proceed with the IPO has
not yet been made and the IPO remains subject to, among other
things, pricing and execution of an underwriting agreement on
acceptable terms. If the IPO proceeds, SG Fleet Group will file
a prospectus in respect of the IPO (“Prospectus”) with the
Australian Securities & Investments Commission (“ASIC”). It is
proposed that the IPO will include an institutional offer, a
broker firm offer and a priority offer. A public offering of the
Shares will not be made in South Africa. Any offer of Shares
will be made in the Prospectus and anyone wishing to participate
in the IPO will need to complete an application form that will
be in or will accompany the Prospectus.
In connection with the proposed IPO, certain information
regarding SG Fleet will be disclosed to prospective investors.
Excerpts of this information are set out below.

SG Fleet is expected to lodge the Prospectus with ASIC on or
about 13 February 2014 with the expected commencement of trading
of the Shares on the Australian Securities Exchange to occur in
March 2014.
The following forecasts and information relating to the proposed
IPO will be included in the Prospectus which will contain
information that will assist prospective investors in the IPO in
deciding whether to purchase the Shares. The following
information and forecasts are not sufficient by themselves to
make an informed decision whether to purchase the Shares. Any
person allowed to invest in the Shares should only purchase the
Shares after considering the Prospectus in its entirety.

Forecast Financial Information

In preparing for an IPO, SG Fleet Group’s Directors have
prepared the following forecast financial information in respect
of the business of SG Fleet Holdings, the current unlisted
holding company, and its subsidiaries.

The basis of preparation of the forecast financial information
in respect of the financial year ending 30 June 2014 (“FY2014”)
and the financial year ending 30 June 2015 (“FY 2015”) (together
the “Forecast Financial Information”) is detailed below. The
Forecast Financial Information includes the best estimate
assumptions of SG Fleet Group specific to each of the forecast
periods and general assumptions adopted in preparing the
Forecast Financial Information which apply to both the FY2014
and FY2015 periods. In addition to the assumptions set out
below, the Forecast Financial Information assumes that the IPO
is completed.


All figures in A$ millions
                FY2014F      FY2015F
Revenue          157.5        168.5
EBITDA           61.7         66.8
EBIT             54.3         60.2

Dividends

The directors of SG Fleet Group (“Directors”) expect to target
distributions of between 60% and 70% of statutory net profit
after tax. If the IPO proceeds to completion, it is the
Director’s current intention to pay a dividend of 4 cents per
share in October 2014 in respect of the period from IPO
completion to 30 June 2014, in this stated range.

Basis of preparation of Forecast Financial Information

The Forecast Financial Information has been prepared by the
Directors with due care and attention, and having regard to an
assessment of present economic and operating conditions, and
based on a number of best estimate general and specific
assumptions regarding future events and actions. This
information is intended to assist investors in assessing the
reasonableness and likelihood of the assumptions occurring, and
is not intended to be a representation that the assumptions will
occur.

The Directors believe the best estimate assumptions, when taken
as a whole, to be reasonable at the time of preparing the
Prospectus. However, this information is not fact and investors
are cautioned not to place undue reliance on the Forecast
Financial Information.

The Directors note that the timing of actual events and the
magnitude of their impact might differ from that assumed in
preparing the Forecast Financial Information, and that this may
have a materially positive or negative effect on SG Fleet
Group’s actual financial performance or financial position.
Accordingly, none of SG Fleet Group, the Directors, SG Fleet
Group management, or any other person can give any assurance
that the outcomes discussed in the Forecast Financial
Information will arise.

About SG Fleet

SG Fleet is one of Australia’s leading, specialist providers of
vehicle leasing and fleet management services, to corporate and
government customers, as well as salary packaged vehicles for
individual employees of those customers. SG Fleet also has a
presence in New Zealand and the United Kingdom.

This announcement is for information purposes only and does not
constitute an offer of Shares in SG Fleet Group or a prospectus
in respect of any such offer. This announcement is not for
release, circulation or distribution into Australia.

Sandton
27 January 2014

Sponsor: Deutsche Securities (SA) Proprietary Limited

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