Wrap Text
Proposed disposal by SABMiller plc of its 39.6% shareholding in Tsogo Sun
Tsogo Sun Holdings Limited
(Incorporated in South Africa)
Registration number 1989/002108/06
Share code: TSH
ISIN: ZAE000156238
(“Tsogo Sun” or the “Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
PROPOSED DISPOSAL BY SABMILLER PLC (“SABMiller”) OF ITS 39.6% SHAREHOLDING
IN TSOGO SUN THROUGH A COMBINATION OF A FULLY MARKETED SECONDARY PLACING
AND A SPECIFIC REPURCHASE BY TSOGO SUN
1. INTRODUCTION
Shareholders are referred to the announcement released on the Stock
Exchange News Service (“SENS”) today by SABMiller regarding the launch of
a fully marketed secondary placing of ordinary shares in the share capital
of Tsogo Sun (“Ordinary Shares”) to selected South African and
international institutional investors.
On 15 April 2014, SABMiller announced that it was conducting a strategic
review of its investment in Tsogo Sun. SABMiller currently holds
435 247 904 Ordinary Shares, representing an effective 39.6% shareholding
in Tsogo Sun worth approximately ZAR11.7 billion (approximately US$1.09
billion) based on closing prices on Friday, 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 through two conditional transactions, namely:
1. 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
2. a specific repurchase of Ordinary Shares (the “Repurchase Shares”) by
Tsogo Sun for an aggregate consideration of ZAR2.8 billion (approximately
US$260.4 million) (the “Repurchase”) on terms and subject to the
fulfilment and/or waiver of the conditions precedent set out in this
announcement,
(together, the “Transaction”).
Since the Repurchase will result in the Company acquiring in excess of 5%
of the Ordinary Shares, the Repurchase requires the approval of holders of
Ordinary Shares (“Tsogo Sun Shareholders”) in terms of section 48(8)(b) of
the Companies Act 71 of 2008, as amended (the “Companies Act”) read with
sections 114 and 115 of the Companies Act and paragraph 5.69 of the
Listings Requirements of the JSE Limited (the “JSE”) (the “Listings
Requirements”).
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2. RATIONALE FOR THE TRANSACTION AND THE REPURCHASE
Pursuant to its strategic review, SABMiller has resolved that gaming and
hotels are not core to its operations and that now is the right time for
it to exit its investment in Tsogo Sun in a manner that would be
beneficial to shareholders of both SABMiller and Tsogo Sun. The
Transaction is the culmination of a longstanding relationship between
SABMiller and Tsogo Sun.
The board of directors of Tsogo Sun (the “Tsogo Sun Board”) believes that
the Transaction presents a unique and attractive opportunity 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 aggregate
shareholding in Tsogo Sun and therefore enhances the prospects of the
Placing.
3. OVERVIEW OF 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”),
providing detailed information on Tsogo Sun and the Placing. The Placing
Circular will be made available on Tsogo Sun’s website (www.tsogosun.com)
today. In addition, Tsogo Sun management will today commence a roadshow to
meet selected institutional investors in South Africa and internationally.
The number of Placing Shares and the price thereof (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 around Monday, 14 July 2014 and close on
or around Friday, 18 July 2014, with a trade date of Monday, 21 July 2014
and a settlement date of Monday, 28 July 2014. The precise number of
Placing Shares and the Placing Price will be announced on or around
Friday, 18 July 2014.
4. TERMS OF THE REPURCHASE
Tsogo Sun and SABSA have entered into an agreement (the
“Repurchase Agreement”) governing the terms and conditions of the
Repurchase.
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Subject to fulfilment of the conditions precedent set out in paragraph 5
below, the Company and SABSA have agreed that:
4.1. Tsogo Sun will acquire the Repurchase Shares from SABSA for an
aggregate consideration of ZAR2.8 billion (the “Repurchase
Consideration”), being the Repurchase Price (defined in paragraph 4.2
below) multiplied by the number of Repurchase Shares;
4.2. The repurchase price to be paid by Tsogo Sun per Repurchase Share
(the “Repurchase Price”) will be the lower of:
- 81.4% of the Placing Price; and
- ZAR21.50.
Tsogo Sun will therefore repurchase and cancel a minimum of 130 232 558
Repurchase Shares (the precise number will be determined upon confirmation
of the Placing Price). The Repurchase Price and the number of Repurchase
Shares to be acquired by Tsogo Sun will be announced on SENS by Tsogo Sun
at or around the same time as the announcement by SABMiller communicating
the results of the Placing.
The Repurchase Consideration will be settled by Tsogo Sun from a
combination of existing cash reserves and debt facilities of the Company.
Once the Repurchase has been implemented, application will be made to the
JSE for the delisting of the Repurchase Shares. The Repurchase Shares will
be cancelled and restored as authorised but unissued shares in the share
capital of the Company.
It is envisaged that the Repurchase will be implemented five JSE trading
days after the last of the conditions precedent has either been fulfilled
or waived, as the case may be.
The number of Ordinary Shares held in treasury (“Treasury Shares”) after
the Repurchase and the provision of the Executive Loan Facility (defined
in paragraph 12 below) will be 92 239 328.
5. CONDITIONS PRECEDENT TO THE REPURCHASE
The Repurchase will be subject to the fulfilment and/or waiver of the
following conditions precedent by no later than 17:00 (South African time)
on 1 September 2014 (or such later time and date as may be agreed between
Tsogo Sun and SABMiller in writing):
5.1. the sale of any of the Placing Shares in terms of the Placing having
been implemented and SABMiller having received the consideration payable
in respect of any of the Placing Shares;
5.2. the necessary resolutions to approve the Repurchase having been
adopted by the requisite majority of Tsogo Sun Shareholders in the general
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meeting to be held on 5 August 2014 (the “General Meeting”);
5.3. to the extent required, the approval of the implementation of the
Repurchase by a court; and if applicable, Tsogo Sun not treating the
resolutions authorising the Repurchase as a nullity as contemplated in
section 115(5)(b) of the Companies Act (save with written consent from
SABSA);
5.4. that Tsogo Sun Shareholders holding in aggregate no more than 3% of
the Ordinary Shares in issue at the date of the General Meeting exercise
appraisal rights as envisaged in the Companies Act; and
5.5. the receipt of all required regulatory approvals for the Repurchase,
including the Takeover Regulation Panel and the South African Reserve
Bank. If such approval is conditional, such conditions being acceptable to
Tsogo Sun.
6. PRO FORMA FINANCIAL EFFECTS FOLLOWING THE REPURCHASE
The table below sets out the pro forma financial effects of the Repurchase
on the Company's basic and diluted earnings per Ordinary Share (“EPS”),
basic and diluted headline earnings per Ordinary Share (“HEPS”), basic and
diluted adjusted HEPS, net asset value (“NAV”) per Ordinary Share and
tangible NAV (“TNAV”) per Ordinary Share for the year ended 31 March 2014.
These pro forma financial effects are the responsibility of the directors
of Tsogo Sun (the “Directors”) and they have been prepared to illustrate
the impact of the Repurchase on the Company’s audited consolidated
financial statements for the year ended 31 March 2014, had the Repurchase
occurred on 1 April 2013 for purposes of the condensed consolidated income
statement and on 31 March 2014 for purposes of the condensed consolidated
balance sheet.
The pro forma financial effects, are provided for illustrative purposes
only and, due to their pro forma nature, may not fairly present the
Company's financial position, changes in equity, results of operations and
cash flows nor the effect and impact of the Repurchase going forward.
The pro forma financial effects have been prepared using accounting
policies that comply with International Financial Reporting Standards
(“IFRS”) and that are consistent with the accounting policies of Tsogo Sun
that were used in the preparation of its published audited consolidated
financial statements for the year ended 31 March 2014.
The table below reflects the pro forma financial effects of the Repurchase
on a Tsogo Sun Shareholder:
Effects per Ordinary Share Tsogo Sun Pro forma Percentage
(cents) before the after the change
Repurchase Repurchase
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Basic and diluted EPS 170.9 172.4 0.9%
Basic and diluted HEPS 172.9 174.7 1.0%
Basic and diluted adjusted HEPS 176.5 178.7 1.3%
NAV per Ordinary Share 891.5 720.4 (19.2%)
TNAV per Ordinary Share 302.6 52.3 (82.7%)
Weighted average number of
Ordinary Shares in issue as at 1 098.2 967.9
31 March 2014 (millions)
Diluted weighted average number
of Ordinary Shares in issue as 1 098.2 967.9
at 31 March 2014 (millions)
Total number of Ordinary Shares
in issue as at 31 March 2014 1 098.2 967.9
(millions)
Notes:
1) “Tsogo Sun before the Repurchase” results are based on the published
audited consolidated financial statements for the year ended 31 March 2014
which were approved by the Directors on 12 June 2014 and are available on
the Company's website, (www.tsogosun.com) as released on SENS on 26 June
2014.
2) Tsogo Sun's “Pro forma after the Repurchase” represents the pro forma
financial effects after the Repurchase assuming the successful
implementation of the Repurchase in terms of the Repurchase Agreement.
The effects on basic and diluted EPS, basic and diluted HEPS and basic and
diluted adjusted HEPS are based on the following assumptions:
i. The Repurchase was effective 1 April 2013 and 130 232 558 Repurchase
Shares were acquired from SABSA in terms of the Repurchase Agreement at
the maximum price of ZAR21.50 per Ordinary Share, totalling ZAR2 800 000
000.
ii. It is currently envisaged that the Repurchase Consideration is funded
from a combination of existing cash reserves and debt facilities of the
Company. Consequently interest income and finance costs are adjusted as
follows:
(1) interest received, totalling ZAR13 million (assumed to be taxable) is
written back on the basis that it is assumed that ZAR357 000 000 of the
Repurchase Consideration is funded from existing cash reserves. The
assumed existing cash available to settle the Repurchase Consideration and
to fund the Executives Loan Facility has been derived by applying the
assumed average interest rate of 3.769% to the interest income of ZAR21
million received during the year ended 31 March 2014; and
(2) an increase in finance costs of ZAR199 million (assumed to be non-
deductible for tax purposes) calculated at an assumed average interest
rate of 8.16% (before tax) on the basis that it is assumed that
ZAR2 443 000 000 of the Repurchase Consideration is funded from debt
facilities.
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The effects on NAV and TNAV per Ordinary Share are based on the following
assumptions:
iii. The Repurchase was effective 31 March 2014 and Ordinary Share capital
is reduced by the par value of ZAR0.02 per Repurchase Share;
iv. Retained earnings is reduced by the Repurchase Consideration of
ZAR2 800 000 000, being 130 232 558 Repurchase Shares acquired from SABSA
in terms of the Repurchase Agreement at the maximum repurchase price of
ZAR21.50 per Ordinary Share less the par value of ZAR0.02 per Repurchase
Share;
v. Transaction costs totalling ZAR17 million relating to the Repurchase
are written off against retained earnings and will be settled from
existing cash reserves; and
vi. The Repurchase Consideration is discharged from a combination of
existing cash reserves and debt facilities of the Company.
7. RELATED PARTY TRANSACTION
As at the date of this announcement, SABSA is classified as a material
shareholder of the Company and is therefore a related party for the
purposes of the JSE Listings Requirements in relation to the Repurchase.
SABSA will therefore not be entitled to vote on the resolution required to
authorise the Repurchase.
8. IRREVOCABLE UNDERTAKINGS
Tsogo Investment Holding Company Proprietary Limited, a wholly-owned
subsidiary of Hosken Consolidated Investments Limited, which currently
holds 453 013 124 Ordinary Shares constituting 41.3% of the Ordinary
Shares in issue (excluding Treasury Shares), 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 in relation to which
SABSA is precluded from voting as it is a related party to Tsogo Sun in
terms of the Listings Requirements.
SABSA and Tsogo Investment Holding Company Proprietary Limited currently
represent in aggregate approximately 80.9% of the Ordinary Shares in issue
(excluding Treasury Shares).
9. OPINIONS AND RECOMMENDATIONS
KPMG Services Proprietary Limited (the “Independent Expert”) has been
appointed independent expert and has provided a report to the Tsogo Sun
Board in compliance with section 114(3) of the Companies Act confirming
that the terms of the Repurchase are fair and reasonable to Tsogo Sun
Shareholders.
Having considered the report of the Independent Expert and the terms and
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conditions of the Repurchase, the Tsogo Sun Board:
9.1. has formed a view regarding the range of fair value of the
Ordinary Shares, which accords with the valuation range contained in the
Independent Expert’s report; and
9.2. is of the opinion that the terms and conditions of the Repurchase as
contemplated in the Repurchase Agreement are fair and reasonable to Tsogo
Sun Shareholders.
The Tsogo Sun Board supports the resolutions contained in the notice to
convene the General Meeting (“Notice”) in respect of the authorisation of
the Repurchase and recommend that Tsogo Sun Shareholders vote in favour of
the resolutions at the General Meeting. The Directors intend exercising
the voting rights of any Ordinary Shares held or controlled by them in
favour of all resolutions set out in the Notice.
10. NOTICE OF GENERAL MEETING OF TSOGO SUN SHAREHOLDERS AND DISTRIBUTION
OF CIRCULAR
The General Meeting will be held in the Main Boardroom, Ground Floor
Palazzo Towers, East Montecasino Boulevard, Fourways, Johannesburg, at
12:00 (South African time) on Tuesday, 5 August 2014 to consider, and if
deemed fit, to pass, with or without modification and/or amendment, the
resolutions required to (i) implement the Repurchase; (ii) approve the
Executive Loan Facility; (iii) create the Preference Shares (defined in
paragraph 12.2 below) and approve the relevant amendments to the Company’s
Memorandum of Incorporation (“MOI”) and other related resolutions
contained in the Notice.
A circular incorporating the Independent Expert’s report and the Notice
convening the General Meeting will be distributed to Tsogo Sun
Shareholders on Monday, 7 July 2014 (the “Circular”). The Circular will
also be made available on the Company's website (www.tsogosun.com) from
Monday, 7 July 2014.
11. SALIENT DATES AND TIMES RELATING TO THE REPURCHASE
Key action 2014
Posting record date to be eligible to receive the Friday 27 June
Circular
Posting of Circular to Tsogo Sun Shareholders Monday 7 July
Last day to trade to participate in and vote at the Friday 18 July
General Meeting
Voting record date to participate in and vote at the Friday 25 July
General Meeting
Last date and time to lodge forms of proxy in Monday 4 August
respect of the General Meeting by 12:00
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Last date and time for Tsogo Sun Shareholders to Tuesday 5 August
give notice to Tsogo Sun objecting to the
resolutions creating the Preference Shares and/or
the Repurchase, if they wish to exercise their
appraisal rights in terms of section 164 of the
Companies Act by 12:00
General Meeting to be held at 12:00 at the Company’s Tuesday 5 August
head office, Main Boardroom, Ground Floor, Palazzo
Towers East, Montecasino Boulevard, Fourways, South
Africa
Results of General Meeting released on SENS Tuesday 5 August
Results of General Meeting published in the South Wednesday 6 August
African Press
If the creation of the Preference Shares and the Repurchase
are approved at the General Meeting
Resolutions creating the Preference Shares filed at Wednesday 6 August
the Companies and Intellectual Property Commission
Last date on which a Tsogo Sun Shareholder who Tuesday 12 August
voted against the Repurchase can notify the Company
that he/she/it requires the Company to make
application to the courts in terms of section
115(3)(a) of the Companies Act to seek court
approval of the implementation of the Repurchase
(applicable only in the event that the Repurchase
was opposed by more than 15% of the voting rights
exercised on the Repurchase)
Last date for Tsogo Sun to send objecting Tsogo Sun Tuesday 19 August
Shareholders who gave written notice of their
objection to the resolutions creating the
Preference Shares and/or the Repurchase, as the
case may be, and who voted against the resolutions
creating the Preference Shares and/or the
Repurchase at the general meeting, as the case may
be, notice in terms of section 164(4) of the
Companies Act of the adoption of the resolutions
creating the Preference Shares and/or the
Repurchase, as the case may be
Last day for a Tsogo Sun Shareholder who voted Tuesday 19 August
against the Repurchase to apply to court for leave
to apply for a review of the Repurchase in terms of
section 115(3)(b) of the Companies Act
Finalisation date for the Repurchase expected to be Monday 1 September
Finalisation date announcement expected to be Monday 1 September
released on SENS
On the assumption that the Repurchase is
implemented and the Repurchase Shares are acquired
Effective date of Repurchase Friday 5 September
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Expected termination of listing and cancellation of Friday 5 September
the Repurchase Shares on the JSE
Notes:
1) The above dates and times are subject to amendment. Any such material
amendment will be released on SENS and published in the South African
press.
2) All times quoted in the circular are local times in South Africa on a
24-hour basis, unless specified otherwise.
3) No orders to dematerialise or rematerialise Ordinary Shares will be
processed from the business day following the last day to trade up to and
including the voting record date, but such orders will again be processed
from the first business day after the voting record date.
4) The certificated register of shareholders of the Company will be
closed between the last day to trade and the voting record date.
5) If the General Meeting is adjourned or postponed, forms of proxy
submitted for the General Meeting will remain valid in respect of any
adjournment or postponement of the General Meeting unless the contrary is
stated on such form of proxy.
12. ADDITIONAL MATTERS DEALT WITH IN THE CIRCULAR AND TO BE VOTED ON AT
THE GENERAL MEETING
In addition to the Repurchase, the Tsogo Sun Board recommends that Tsogo
Sun Shareholders vote in favour of special resolutions to:
12.1. authorise the provision of a loan facility of ZAR200 million
(“the Executive Loan Facility”) to be made available to the following
members of the Company’s executive management: MN von Aulock, RB Huddy, J
Booysen, FV Dlamini and GD Tyrrell (the “Executives Participants”), to
facilitate their acquisition of Ordinary Shares. The purpose of the
Executive Loan Facility is to further align the interests of executive
management with those of the Company and its shareholders. Under the terms
of the Executive Loan Facility, the Executive Participants will have the
option, exercisable at their sole discretion, to acquire Ordinary Shares
for an aggregate consideration of up to ZAR200 million. SABMiller (through
SABSA) has offered the Executive Participants the option to acquire
Placing Shares, subject to entering into binding share purchase agreements
and shareholder approval of the Executive Loan Facility (as envisaged
above). The Executive Participants may therefore, at their sole
discretion, use the Executive Loan Facility to either acquire Placing
Shares pursuant to the Placing or, alternatively, Ordinary Shares in the
market. Each of the Executive Participants will be ineligible to receive
further allocations in the Company’s existing equity incentive schemes
during the period in which he utilises the Executive Loan Facility; and
12.2. adopt the necessary amendments to the MOI to create preference
shares (“Preference Shares”) in the share capital of the Company for
possible future issue by the Company and allowing the Directors to
determine the rights, limitations and other terms attaching to the
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Preference Shares from time to time. The Preference Shares will provide
additional flexibility in the management of the Company’s capital
structure in future.
13. VOLUNTARY TRADING UPDATE
In light of the Transaction, the Company provides the following update on
trading performance for the three month period ended 30 June 2014 (“First
Quarter”):
13.1. The relatively weak macroeconomic and consumer environment noted
in the commentary contained in the 2014 financial year end results
continued to put pressure on trading in the First Quarter;
13.2. Gaming win for the First Quarter grew by 1%, as compared with
the prior comparable three-month period ended 30 June 2013, which was
broadly in line with growth during the six-month period ended 31 March
2014; and
13.3. Income for the First Quarter grew by 5%, as compared with the
prior comparable three-month period ended 30 June 2013, which was impacted
by growth in net gaming win, disruptions due to the national elections as
well as various expansion and refurbishment projects.
The financial information on which this voluntary trading update has not
been reviewed or reported on by the Company’s external auditors.
14. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full responsibility for
the accuracy of the information given in this announcement and certify
that, to the best of their knowledge and belief, there are no facts that
have been omitted which would make any statement in this announcement
false or misleading and that all reasonable enquiries to ascertain such
facts have been made and that this announcement contains all information
required by the Companies Act, Companies Regulations, 2011 and the JSE
Listings Requirements.
Fourways
7 July 2014
Financial adviser and sponsor to Tsogo Sun
Deutsche Bank
South African legal adviser to Tsogo Sun
Webber Wentzel
International legal adviser to Tsogo Sun
Linklaters LLP
Independent reporting accountant to Tsogo Sun
PricewaterhouseCoopers Inc
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Independent expert to the Tsogo Sun Board
KPMG Services Proprietary Limited
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 Placing Shares 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. There will be no
public offering in the United States.
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.
Forward-looking statements
This document contains certain forward-looking statements that reflect the Company’s
intentions, beliefs, assumptions or current expectations and projections about the
Group’s future result of operations, financial condition, liquidity, performance,
prospects, anticipated growth, strategies and opportunities and the markets in which the
Group 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
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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.
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Date: 07/07/2014 08:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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