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Dealings in securities by directors, the group company secretary and directors of major subsidiaries
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
DEALINGS IN SECURITIES BY DIRECTORS, THE GROUP COMPANY SECRETARY AND DIRECTORS OF MAJOR
SUBSIDIARIES
Shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) on 7
July 2014 by Tsogo Sun (the “Transaction Announcement”) regarding the proposed disposal by SABMiller plc
(“SABMiller”) of up to its entire 435 247 904 ordinary shares in the share capital of Tsogo Sun (“Ordinary
Shares”), through two conditional transactions, namely:
1. a fully marketed secondary placing to selected South African and international investors (the
“Placing”), and
2. a specific repurchase by Tsogo Sun of Ordinary Shares for an aggregate consideration of ZAR2.8 billion
on terms and subject to the fulfilment and/or waiver of the conditions precedent in the repurchase
agreement entered into between SABMiller and Tsogo Sun.
As described in the Transaction Announcement, the board of directors of Tsogo Sun is recommending that
Tsogo Sun shareholders vote in favour of a resolution authorising the provision of a loan facility of ZAR200
million (the “Executive Loan Facility”) to select members of the Company’s executive management (the
“Executives Participants”), to facilitate their acquisition of Ordinary Shares.
In accordance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements, shareholders of Tsogo
Sun are informed that Messrs MN von Aulock, J Booysen, RB Huddy, FV Dlamini, and GD Tyrrell have agreed to
acquire Ordinary Shares from SABMiller at the price determined in the Placing (“Placing Price”), subject to a
maximum Placing Price of R26.40 per Ordinary Share and accordingly each entered into separate share
purchase agreements with SABSA Holdings Limited, a wholly owned subsidiary of SABMiller, (the “Share
Purchase Agreements”) on 14 July 2014. The Placing Price and the exact number of shares to be acquired by
the Executive Participants will be determined on or about 18 July 2014 and will be announced on SENS. The
Share Purchase Agreements are conditional upon inter alia the requisite shareholder approval regarding the
Executive Loan Facility being received.
Clearance to deal has been obtained from the Chairman of the Company in respect of each of the Share
Purchase Agreements.
1. Name MN von Aulock
Designation Chief Executive Officer and Executive Director of the Company
Aggregate value of transaction R86 million
Nature of interest Direct beneficial
2. Name J Booysen
Designation Director of a major subsidiary of the Company
Aggregate value of transaction R47 million
Nature of interest Direct beneficial
3. Name RB Huddy
Designation Chief Financial Officer and Executive Director of the Company
Aggregate value of transaction R27 million
Nature of interest Direct beneficial
4. Name FV Dlamini
Designation Director of a major subsidiary of the Company
Aggregate value of transaction R20 million
Nature of interest Direct beneficial
5. Name GD Tyrrell
Designation Group company secretary
Aggregate value of transaction R20 million
Nature of interest Direct beneficial
Fourways
15 July 2014
Sponsor
Deutsche Securities (SA) 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 Ordinary 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 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: 15/07/2014 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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