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Results of the Placing by SABMiller and finalisation of the terms of the Repurchase
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
RESULTS OF THE FULLY MARKETED SECONDARY PLACING (THE “PLACING”) BY
SABMILLER PLC (“SABMILLER”) AND FINALISATION OF THE TERMS OF THE SPECIFIC
REPURCHASE OF ORDINARY SHARES BY TSOGO SUN (THE “REPURCHASE”)
Shareholders are referred to the announcement released by the Company on
the Stock Exchange News Service (“SENS”) on 7 July 2014 and the
announcement released on SENS today by SABMiller.
Results of the Placing
Pursuant to the Placing, SABMiller has sold, through its wholly-owned
subsidiary SABSA Holdings Limited (“SABSA”), 293,896,315 ordinary shares
in Tsogo Sun (the “Placing Shares”) at ZAR25.75 per Placing Share (the
“Placing Price”) for a total consideration of ZAR7.6 billion
(approximately US$707 million) (the “Placing”). The sale of the Placing
Shares in terms of the Placing is expected to be settled on 28 July 2014.
In addition, members of Tsogo Sun’s executive management (the “Executive
Participants”) have entered into conditional share purchase agreements
with SABSA to purchase 7,766,990 ordinary shares in Tsogo Sun (“Ordinary
Shares”) at the Placing Price (the “Executive Purchase”). The Executive
Purchase remains subject to, inter alia, shareholder approval of the
Executive Participants’ loan facility (the “Executive Loan Facility”).
The Repurchase
Following the finalisation of the Placing, Tsogo Sun will repurchase
133,584,599 Ordinary Shares at ZAR20.96 per Ordinary Share (the
“Repurchase”) in terms of the repurchase agreement concluded between SABSA
and Tsogo Sun on 27 June 2014 (the “Repurchase Agreement”). The total
consideration payable by Tsogo Sun to SABSA in terms of the Repurchase is
ZAR2.8 billion (approximately US$261 million).
The Repurchase remains subject to shareholder approval and the fulfillment
or waiver, as the case may be, of the other conditions precedent to the
Repurchase Agreement.
A general meeting of Tsogo Sun shareholders has been convened for Tuesday,
5 August 2014 (the “General Meeting”) for Tsogo Sun shareholders to, inter
alia, approve the Repurchase. A circular was distributed to Tsogo Sun
shareholders on 7 July 2014 which contains further information on the
resolutions to be considered at the General Meeting.
Shareholders that acquire Placing Shares in terms of the Placing will not
be entitled to vote at the General Meeting.
The Repurchase is expected to become effective on or about 5 September
2014.
Following the implementation of the Repurchase and the Executive Purchase,
SABMiller is expected to no longer hold any Ordinary Shares.
Fourways
18 July 2014
Financial adviser and sponsor to Tsogo Sun
Deutsche Bank
Legal adviser to Tsogo Sun
Webber Wentzel
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
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: 18/07/2014 01:05:00 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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