Wrap Text
Fulfilment of conditions precedent regarding the specific repurchase by Tsogo Sun from SABMiller plc
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
FULFILMENT OF CONDITIONS PRECEDENT REGARDING THE SPECIFIC REPURCHASE BY TSOGO SUN
FROM SABMILLER PLC
1. INTRODUCTION
Shareholders of Tsogo Sun (“Shareholders”) are referred to the announcement (the “Announcement”) and the
circular to Shareholders (the “Circular”) dated 7 July 2014 regarding the proposed disposal by SABMiller plc
through its wholly-owned subsidiary SABSA Holdings Limited (“SABSA”), of all of its ordinary shares in the share
capital of the Company (“Ordinary Shares”) through (i) a fully marketed secondary placing; and (ii) a specific
repurchase of Ordinary Shares by Tsogo Sun for an aggregate consideration of ZAR2.8 billion (the “Repurchase”)
on the terms, and subject to the fulfillment and/or waiver of the conditions precedent (“Conditions Precedent”),
set out in the Announcement and the Circular.
2. FULFILMENT OF CONDITIONS PRECEDENT AND FINALISATION OF THE REPURCHASE
On 5 August 2014, Shareholders were advised that all resolutions required to implement the Repurchase had
been approved by Shareholders in general meeting by the requisite majorities.
Shareholders are hereby advised that all Conditions Precedent to the Repurchase have now been fulfilled and
that the Repurchase has become unconditional. Tsogo Sun will accordingly on 21 August 2014 give the requisite
written notice to SABSA to acquire the 133 584 599 Ordinary Shares (“Repurchase Shares”), that are the subject
of the Repurchase, for the agreed repurchase price of ZAR20.96 per Ordinary Share.
The Repurchase will be completed on Thursday, 28 August 2014 and an application will be made to the JSE
Limited for the termination of the listing of the Repurchase Shares, which is expected to occur on or about
Wednesday, 3 September 2014.
Fourways
19 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 dis tribution 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: 19/08/2014 05:01:00 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
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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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