SABMILLER PLC - Sabmiller plc announces its intention to dispose of its shareholding in Tsogo Sun

Sabmiller plc announces its intention to dispose of its shareholding in Tsogo Sun

SABMiller plc
JSEALPHA CODE: SAB
ISIN CODE: SOSAB
ISIN CODE: GB0004835483
SABMiller plc (the “Company”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN

SABMILLER PLC ANNOUNCES ITS INTENTION TO DISPOSE OF ITS SHAREHOLDING IN TSOGO SUN
THROUGH A COMBINATION OF AN INSTITUTIONAL PLACING AND A BUY BACK BY TSOGO SUN

7 July 2014

On 15 April 2014, SABMiller plc (“SABMiller”) announced that it was conducting a strategic review of
its investment in JSE-listed gaming, hotel and entertainment group Tsogo Sun Holdings Limited
(“Tsogo Sun” or the “Company”). SABMiller currently has an effective 39.6% shareholding in Tsogo
Sun valued at approximately ZAR11.7 billion (approximately US$1,089 million) based on the closing
share price of ZAR26.90 on 4 July 2014.

SABMiller, in co-operation with Tsogo Sun, has now completed its strategic review and has decided
to dispose of up to all of its ordinary shares in Tsogo Sun (“Ordinary Shares”) through two
conditional transactions:

    (i)       a fully marketed secondary placing of up to approximately 305 million Ordinary Shares
              (the “Placing Shares”) to selected South African and international institutional investors
              (the “Placing”); and
    (ii)      a buy back by Tsogo Sun of at least approximately 130 million Ordinary Shares (the
              “Repurchase Shares”) for an aggregate consideration of ZAR2.8 billion (approximately
              US$260 million) (the “Repurchase”)

(collectively, the “Transaction”).

Alan Clark, Chief Executive of SABMiller said:

“SABMiller has been a supportive shareholder of Tsogo Sun since 2002, when we transferred our
existing gaming and hotel assets into Tsogo Sun as part of a landmark Black Economic Empowerment
transaction. The business has performed well over the years. The merger with Gold Reef Resorts in
2011, and the resultant listing on the JSE, has transformed Tsogo Sun. However, gaming and hotels
are not core to our operations and we have concluded that the time is right for us to exit our
investment through a transaction which is beneficial to shareholders of both SABMiller and Tsogo
Sun and to reinvest the proceeds in our core growth businesses, including our African operations.”

The Placing

SABMiller, through its wholly owned subsidiary SABSA Holdings Limited (“SABSA”), will sell up to
305,015,346 existing Ordinary Shares in the Placing. Tsogo Sun has agreed to support SABMiller in
the implementation of the Placing and has published a circular (the “Placing Circular”), which
provides detailed information on Tsogo Sun and the Placing. The Placing Circular will be made
available on Tsogo Sun’s website (www.tsogosun.com) shortly and Tsogo Sun’s management will
today commence a roadshow to meet selected institutional investors in South Africa and
internationally.

The number of Placing Shares and the placing price (the “Placing Price”) will be determined
following a bookbuilding process. The Placing Shares are being offered to (i) selected institutional
investors in South Africa and outside the United States in reliance on Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) and (ii) Qualified Institutional Buyers in the
United States as defined in Rule 144A under the Securities Act.

Books are expected to open on or about 14 July 2014 and to close on or about 18 July 2014, with a
trade date of 21 July 2014 and a settlement date of 28 July 2014. The final decision on the number
of Placing Shares and the Placing Price is expected to be announced on or about 18 July 2014.

The Repurchase

SABSA has entered into a repurchase agreement with Tsogo Sun in terms of which Tsogo Sun will
buy back the Repurchase Shares from SABSA for an aggregate consideration of ZAR2.8 billion
(approximately US$260 million).

The board of directors of Tsogo Sun (“Tsogo Sun Board”) believes that the Repurchase represents a
unique and attractive opportunity for Tsogo Sun to repurchase and cancel a significant number of
Ordinary Shares on terms that are expected to have a positive impact on the Company’s earnings
per Ordinary Share and its black economic empowerment shareholding. The board of directors of
SABMiller believes that the Repurchase will provide SABMiller with certainty over the disposal of
approximately 30% of its shareholding and will enhance the prospects of the Placing.

Given these complementary objectives, SABSA has agreed to sell the Repurchase Shares for a price
(“Repurchase Price”) equal to the lower of 81.4% of the Placing Price or ZAR21.50 per Ordinary
Share. The difference between the Repurchase Price and the Placing Price reflects the different tax
treatment for SABSA of shares repurchased by Tsogo Sun from its existing reserves compared with
the tax treatment of shares sold in the Placing. Subject to shareholder approval, Tsogo Sun will
repurchase and cancel a minimum of 130,232,558 Ordinary Shares, with the precise number of
Repurchase Shares being determined once the Placing Price has been finalised. Tsogo Sun intends to
fund the Repurchase from a combination of existing cash reserves and debt facilities.

The Executive Loan Facility

In order to align executive management’s interests with those of shareholders, the Tsogo Sun Board
has recommended that a loan facility of ZAR200 million (approximately US$18.6 million) (the
“Executive Loan Facility”) be made available to selected members of Tsogo Sun’s executive
management team (the “Executive Participants”) to facilitate their acquisition of Ordinary Shares.
SABSA has agreed to reserve up to ZAR200 million (approximately US$18.6 million) of Placing Shares
for the Executive Participants, subject to the Executive Participants entering into binding share
purchase agreements and to Tsogo Sun shareholder approval of the Executive Loan Facility.

General Meeting of Tsogo Sun shareholders
Both the Repurchase and the Executive Facility are subject to the fulfilment or waiver of a number of
conditions, principally the successful implementation of the Placing and the approval of the requisite
resolutions by the required majority of Tsogo Sun shareholders. Tsogo Sun has convened a general
meeting of shareholders for 5 August 2014 (“General Meeting”), for shareholders to consider and, if
thought fit, approve the requisite resolutions. The record date for the General Meeting is 25 July
2014. Accordingly, investors who acquire Placing Shares will not be eligible to vote at the General
Meeting.

The Tsogo Sun Board has recommended that Tsogo Sun shareholders vote in favour of all of the
resolutions to be proposed at the General Meeting. KPMG Services Proprietary Limited has been
appointed independent expert and has provided a report to the Tsogo Sun Board confirming that the
terms of the Repurchase are fair and reasonable to Tsogo Sun shareholders.

Tsogo Investment Holding Company (Proprietary) Limited, a subsidiary of Hosken Consolidated
Investments Limited, which currently holds 453,013,124 Ordinary Shares constituting 41.3% of the
Ordinary Shares in issue, has provided an irrevocable undertaking to vote in favour of all of the
resolutions to be proposed at the General Meeting. SABSA has also provided an irrevocable
undertaking to vote in favour of all of the resolutions to be proposed at the General Meeting, other
than those relating to the Repurchase on which SABSA is precluded from voting as it is a related
party to Tsogo Sun in terms of the JSE Listings Requirements.

Shareholders are referred to the Placing Circular, as well as the announcement released by Tsogo
Sun on SENS today, for more detail.



- Ends



Notes to Editors:

SABMiller has appointed Citigroup Global Markets Limited, Morgan Stanley & Co. International plc
and Rand Merchant Bank, a division of FirstRand Bank Limited as Joint Global Coordinators and
Bookrunners on the Placing.

About SABMiller

SABMiller plc is in the beer and soft drinks business. We are the world’s second largest brewing
company and the leading or number two brewer in 95% of the markets where we operate. We are
also one of the world’s largest bottlers of Coca-Cola drinks and we produce a portfolio of wholly-
owned soft drinks brands.

We are a FTSE-20 company, with shares trading on the London Stock Exchange, and we have a
secondary listing on the Johannesburg stock exchange. We operate in more than 80 countries with
around 70,000 employees.

The group’s brand portfolio includes leading local brands such as Aguila (Colombia), Castle (South
Africa), Miller Lite (USA), Snow (China), Victoria Bitter (Australia) and Tyskie (Poland) as well as
global brands such as Pilsner Urquell, Peroni Nastro Azzurro, Miller Genuine Draft and Grolsch. Every
minute of every day, more than 140,000 bottles of SABMiller beer are sold.

In the year ended 31 March 2014, the group sold 318 million hectolitres of lager, soft drinks and
other alcoholic beverages, generating group net producer revenue of US$26,719 million and EBITA
of US$6,453 million.

About Tsogo Sun

Tsogo Sun is a JSE-listed gaming, hotel and entertainment business with a vision to provide quality
hospitality and leisure experiences at every one of its destinations. Tsogo Sun’s portfolio comprises:
(i) 14 gaming and entertainment destinations in six of South Africa’s nine provinces; (ii) a total of 92
hotels, offering 14,557 rooms across all sectors of the market, from luxury to budget, in South Africa,
the rest of Africa, the Middle East and the Seychelles; (iii) theatres, cinemas, restaurants and bars;
and (iv) over 250 conference and banqueting facilities, including the Sandton Convention Centre.

For the year ended 31 March 2014, Tsogo Sun generated income of ZAR10,767 million and earnings
before interest, tax, depreciation, amortisation, property rentals, long-term incentives and
exceptional items (EBITDAR) of ZAR4,214 million.

Enquiries

SABMiller plc
t: +44 20 7659 0100

Catherine May
Director of Corporate Affairs
SABMiller plc
t: +44 20 7927 4709

Gary Leibowitz
Senior VP, Investor Relations
SABMiller plc
t: +44 20 7659 0119

Christina Mills
Director of Global Communications and Reputation
SABMiller plc
t: +44 20 7659 0105

Richard Farnsworth
Business Media Relations Manager
SABMiller plc
t: +44 20 7659 0188

JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd

This announcement does not constitute a prospectus or an offer or invitation to purchase securities.
This document has been prepared by SABMiller and contains summary information only and does not
purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of
any analysis or other evaluation. No reliance may be or should be placed by any person for any
purposes whatsoever on the information contained in this document or on its completeness, accuracy
or fairness. The information in this document and any other document referred to herein is subject to
change. This document has not been approved by any regulatory authority. No specific investment
objectives, financial situation or particular needs of any recipient of this document have been taken
into consideration in connection with the preparation of this document. No representation or
warranty (express or implied) is made as to, and no reliance should be placed on, any information,
including projections, estimates, targets and opinions, contained herein, and no liability whatsoever
is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of
the financial or other advisers of SABMiller and Tsogo Sun, including the Joint Global Coordinators
nor any other manager, their respective subsidiaries, affiliates or associated companies, accepts any
liability whatsoever arising directly or indirectly from the use of this document or any obligation to
update or supplement this document. Nothing in this document shall be deemed to constitute a
recommendation to any person to acquire any securities. This document and any materials
distributed in connection with this document are not directed to, or intended for distribution to or use
by, any person or entity that is a citizen or resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such jurisdiction. This
document and the information contained herein are not for distribution in or into the United States,
Canada, Australia or Japan. Accordingly, unless an exemption under the relevant securities laws is
applicable, the securities mentioned herein may not be offered, sold, resold, delivered or distributed,
directly or indirectly, in or into the United States, Canada, Australia and Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction. This document does not constitute, or form part of, an offer to sell, or a
solicitation of an offer to purchase, any securities of the Company in the United States. The Shares of
the Company have not been and will not be registered under the US Securities Act of 1933 (the
Securities Act”) and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in
or into the United States except pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. Any sale in the United States of the
securities mentioned in this communication will be made solely to “Qualified Institutional Buyers” as
defined in Rule 144A under the Securities Act. The distribution of this announcement and other
information in connection with the transactions described herein in certain jurisdictions may be
restricted by law and persons into whose possession any document or other information referred to
herein comes should inform themselves about and observe any such restriction. Any failure to comply
with the foregoing restrictions may constitute a violation of U.S. securities laws. There will be no
public offering in the United States.

Within the European Economic Area, the announcement is being made, and this document is directed
only, to persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus
Directive 2003/EC and amendments thereto, including Directive 2010/73/EU, as implemented in
member states of the European Economic Area (“Qualified Investors”). This document is for
information purposes only and does not constitute an offering document or an offer of securities to
the public in the United Kingdom to which section 85 of the Financial Services and Markets Act 2000
of the United Kingdom (as amended by the Financial Services Act 2012 of the United Kingdom)
applies. It is not intended to provide the basis for any evaluation of any securities and should not be
considered as a recommendation that any person should subscribe for or purchase any securities. In
the United Kingdom, the announcement is being made, and this document is directed only, to
persons who are both: (i) Qualified Investors; and either (ii) persons falling within the definition of
Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”)) or other persons to whom it may lawfully be
communicated in accordance with the Order; or (iii) high net worth bodies corporate, unincorporated
associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment
or investment activity to which this document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.

Forward-looking statements

This document contains certain forward-looking statements that reflect SABMiller’s (hereinafter
referred to as the “Company”) intentions, beliefs, assumptions or current expectations and
projections about the Company’s future result of operations, financial condition, liquidity,
performance, prospects, anticipated growth, strategies and opportunities and the markets in which
the Company operates, taking into account all information currently available to the Company, and
are not guarantees of future performance. Forward?looking statements concern future circumstances
and results and other statements that are not historical facts, sometimes identified by the words
“believes,” “expects,” “predicts,” “intends,” “projects,” “plans,” “estimates,” “aims,” “foresees,”
“anticipates,” “targets,” “could,” “hopes,” “seeks,” “objective,” “potential,” “goal,” “strategy,”
“target,” “continue,” “annualized” and similar expressions or negatives thereof or other variations
thereof or comparable terminology. The forward?looking statements contained in this document,
including assumptions, opinions and views of the Company or cited from third party sources, are
solely opinions and forecasts which are uncertain and subject to risks and uncertainties. These
beliefs, assumptions and expectations can change as a result of possible events or factors, not all of
which are known to the Company or are within the Company’s control. If a change occurs, the
Company’s business, future result of operations, financial condition, liquidity, performance,
prospects, anticipated growth, strategies or opportunities may vary materially from those expressed
in, or suggested by, these forward-looking statements. A number of important factors could cause
actual results or outcomes to differ materially from those expressed in any forward-looking
statement as a result of risks and uncertainties facing the Company, including without limitation,
changes in general economic conditions, in particular economic conditions in the markets in which
the Company operates, changes affecting interest rate levels, the actions of competitors, changes in
laws and regulations, the potential impact of legal proceedings and actions and the ability of the
Company and its subsidiaries to achieve operational synergies from past or future acquisitions. You
should not place undue reliance on the forward-looking statements in this document. The Company
does not guarantee that the assumptions underlying the forward?looking statements in this
document are free from errors nor accepts any responsibility for the future accuracy of the opinions
expressed in this document or any obligation to update the statements in this document to reflect
subsequent events. The forward?looking statements in this document are made only as of the date
hereof. Neither the delivery of this document nor any further discussions of the Company with any of
the recipients thereof shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since such date. Consequently, the Company does not
undertake any obligation to review, update or confirm expectations or estimates or to release
publicly any revisions to any forward?looking statements to reflect events that occur or circumstances
that arise in relation to the content of the document.

Date: 07/07/2014 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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