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Results of General Meeting
Tsogo Sun Holdings Limited
Incorporated in South Africa
(Registration number 1989/002108/06)
Share code: TSH
ISIN: ZAE000156238
("Tsogo Sun" or "the Company" or “the Group”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
RESULTS OF GENERAL MEETING
Reference is made to the circular distributed to shareholders of Tsogo Sun (“Shareholders”) on 7 July 2014 (the “Circular”) and the
accompanying notice to convene the general meeting held today, Tuesday, 5 August 2014 (the “General Meeting”), at which
Shareholders were requested to consider and if deemed appropriate approve the resolutions set out in the notice of the General
Meeting.
Special Resolution 1 – Creation of new preference shares in the authorised share capital of the Company (the “Preference
Shares”)
Special Resolution 1 was passed by the requisite majority.
The effect of Special Resolution 1 is to create 20 000 000 Preference Shares in the authorised unissued share capital of the Company
and to authorise the board of directors of Tsogo Sun (the “Board”) to determine the preference rights attaching to the future issue
of Preference Shares (subject to the requisite approval of the JSE Limited). The purpose of this resolution is to provide flexibility to
the Board to respond to market conditions and issue Preference Shares from time to time, if appropriate to do so, as part of the
effective and ongoing management of the Group’s capital structure.
Special Resolution 2 – Authorisation for the amendment of the memorandum of incorporation of Tsogo Sun (the “MOI”)
Special Resolution 2 was passed by the requisite majority.
The effect of Special Resolution 2 is to amend the MOI to record the creation of 20 000 000 Preference Shares in the authorised
unissued share capital of the Company and authorise the Board to determine the preference rights attaching to the Preference
Shares (subject to the approval of the JSE Limited). The purpose of this resolution is to give effect to Special Resolution 1.
Special Resolution 3 – Authorisation of the repurchase by the Company of certain Tsogo Sun ordinary shares (the “Ordinary
Shares”) beneficially owned by SABSA Holdings Limited (“SABSA”) in terms of an agreement entered into between Tsogo Sun and
SABSA (the “Repurchase”)
Special Resolution 3 was passed by the requisite majority.
The effect of Special Resolution 3 is that the Company is authorised, by way of a specific authority, to repurchase 133,584,599
Ordinary Shares at ZAR20.96 per Ordinary Share, representing 11.3% of the Company’s issued authorised share capital, from SABSA.
The repurchase price represents an 18.6% discount to the price of ZAR25.75 per Ordinary Share obtained by SABMiller plc in the
fully marketed secondary placing (the ”Placing Price”), which completed on 28 July 2014. Accordingly, the total consideration
payable by Tsogo Sun to SABSA in terms of the Repurchase is ZAR2.8 billion.
Special Resolutions 4 and 5 – Revocations
Given that there were no Appraisal Rights exercised by dissenting Shareholders in terms of section 164 of the Companies Act No. 71
of 2008, as amended or replaced from time to time, Special Resolutions 4 and 5 were not proposed and put to a vote at the General
Meeting.
Special Resolution 6 – Approval of the financial assistance in the form of a loan facility to be provided by the Company to
executives of Tsogo Sun (the “Executives”) for the purpose of acquiring Ordinary Shares (the “Facility”)
Special Resolution 6 was passed by the requisite majority.
The effect of Special Resolution 6 is that the Company is authorised to provide the Facility in an aggregate amount not exceeding
ZAR200 000 000 to the Executives. The share purchase agreements entered into between the Executives and SABSA have now
become unconditional. Accordingly, the Facility will be utilised as envisaged in the announcement released on the Stock Exchange
News Service on 15 July 2014 by Tsogo Sun and the Executives will acquire, in aggregate, a total of 7,766,990 Ordinary Shares at the
Placing Price of ZAR25.75 per Ordinary Share, in an off-market transaction expected to settle on Tuesday, 12 August 2014.
The number of Ordinary Shares to be acquired by each of the Executives is as follows:
MN von Aulock 3,339,806
J Booysen 1,825,243
RB Huddy 1,048,543
FV Dlamini 776,699
GD Tyrrell 776,699
Ordinary Resolution 1 – Placing Preference Shares under the control of the Board in respect of managing the capital structure of
the Group from time to time
Ordinary Resolution 1 was passed by the requisite majority.
The effect of Ordinary Resolution 1 is that the Preference Shares, once created, will be placed under the control of the Board for the
purposes of managing the capital structure of the Group from time to time.
Ordinary Resolution 2 – General authorisation
Ordinary Resolution 2 was passed by the requisite majority.
The effect of Ordinary Resolution 2 is that any director or the company secretary of the Company will be authorised to take all
actions necessary and sign all documents required to give effect to all of the resolutions set out in the notice of General Meeting.
Conclusion
Shareholders holding 90.88% of the voting rights were represented at the General Meeting. All the special and ordinary resolutions
proposed at the General Meeting were approved by the requisite majorities. Special Resolutions 1 and 2 relating to the creation of
the Preference Shares and the related amendments to the MOI, respectively, will be submitted to the Companies and Intellectual
Property Commission for filing in due course.
Fourways
5 August 2014
Sponsor
Deutsche Securities (SA) Proprietary Limited
This announcement and any materials distributed in connection with this announcement 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 announcement 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 announcement 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.
Date: 05/08/2014 02:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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