TIGER BRANDS LIMITED - Agreement between Tiger Brands and Dangote Industries Limited and withdrawal of cautionary

Agreement between Tiger Brands and Dangote Industries Limited and withdrawal of cautionary

TIGER BRANDS LIMITED
“Tiger Brands” or “the company”
(Incorporated in the Republic of South Africa)
(Registration number 1944/017881/06)
Share code: TBS ISIN: ZAE000071080


ANNOUNCEMENT REGARDING AGREEMENT BETWEEN TIGER BRANDS AND DANGOTE
INDUSTRIES LIMITED (“DIL”) IN RESPECT OF TIGER BRANDS’ SHAREHOLDING IN TIGER
BRANDED CONSUMER GOODS PLC OF NIGERIA (“TBCG”) AND WITHDRAWAL OF
CAUTIONARY

1. INTRODUCTION

Shareholders are referred to the announcement dated 16 November 2015 advising shareholders that
Tiger Brands had decided not to provide further financial support with respect to its investment in
Tiger Branded Consumer Goods plc of Nigeria (“TBCG”).

Shareholders are advised that Tiger Brands and Dangote Industries Limited (“DIL”) (collectively, “the
Parties”) have been in discussions in respect of Tiger Brands’ shareholding in TBCG. The Parties
have reached agreement regarding the terms of a “Transaction”, the details of which are set out
below.

The Transaction is below the JSE Limited Listings Requirements transaction thresholds and is
disclosed for information purposes only.

2. RATIONALE FOR THE TRANSACTION

The Transaction will ensure that TBCG is maintained as a viable going concern, able to retain its
employees and meet its obligations to its stakeholders. The Transaction envisages that sufficient
capital will be injected into TBCG in order to stabilise the business and place it on a sustainable path
aimed at creating value for its stakeholders. The investment in TBCG has been fully written down as
at 30 September 2015 and therefore there will not be a loss incurred on disposal. Given the losses
that have been sustained by TBCG since its acquisition by Tiger Brands, the Transaction will have a
positive impact on Tiger Brands’ earnings in the future.


3. SALIENT TERMS AND CONDITIONS OF THE TRANSACTION

Subject to regulatory approvals, DIL will provide TBCG with an immediate cash injection of N10 billion
(R0.7 billion). In return, Tiger Brands will divest of its 65.7% shareholding in TBCG to DIL for a
nominal consideration of $1 and write off its shareholder loans to TBCG with an approximate value of
R0.7 billion. In addition, Tiger Brands will assume and settle outstanding debt guaranteed on behalf
of TBCG, amounting to N5.6 billion (R0.4 billion).

The terms of the Transaction will be set out in a Share Sale and Purchase Agreement (“SSPA”),
which the Parties will enter into.

The Transaction and its terms have to be considered and approved by the Securities and Exchange
Commission of Nigeria (“SEC”), in accordance with the regulatory requirements in Nigeria.
Shareholders are hereby advised that the Parties will, as soon as is practicable, submit details of the
Transaction and the SSPA to the SEC for approval.

Apart from the approval of the SEC, implementation of the Transaction will also be subject to the
fulfilment of certain conditions precedent, including approval of the Exchange Control Division of the
South African Reserve Bank.
4. REAPPOINTMENT OF FORMER DIRECTORS TO THE BOARD OF TBCG

The former directors of TBCG, namely Messrs Olakunle Alake, Arnold Ekpe and Asue Ighodalo have
agreed to rejoin the board of TBCG and have consequently been reappointed with effect from
10 December 2015.

5. FINALISATION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are advised that they are no longer required to exercise caution when dealing in the
company’s securities. A further announcement will be released on the Securities Exchange News
Service of the JSE upon implementation of the Transaction.

Bryanston

14 December 2015

Sponsor

J.P. Morgan Equities South Africa Proprietary Limited

Date: 14/12/2015 07:23:00 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.