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TREMATON CAPITAL INVESTMENTS LIMITED - Disposal of interest in Mykonos Casino to Tsogo Sun Holdings Limited and withdrawal of cautionary announcement

Release Date: 14/11/2016 11:30
Code(s): TMT     PDF:  
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Disposal of interest in Mykonos Casino to Tsogo Sun Holdings Limited and withdrawal of cautionary announcement

TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/008691/06)
JSE share code: TMT
ISIN: ZAE000013991
(“Trematon” or the “Company” or “the Group”)



DISPOSAL OF INTEREST IN MYKONOS CASINO TO TSOGO SUN HOLDINGS LIMITED AND WITHDRAWAL
OF CAUTIONARY



     1.   Introduction

     Trematon shareholders are referred to the cautionary announcements released on SENS on 14 July, 29
     August, 17 October and 31 October 2016 and are advised that Trematon has, via Club Mykonos Langebaan
     Proprietary Limited, its wholly owned subsidiary (“CML”), entered into informal heads of agreement (“Heads
     of Agreement”) with Tsogo Sun Holdings Limited, a gaming, hotel and entertainment company listed on the
     JSE Limited (“Tsogo”) in terms of which CML undertakes to dispose of the 29 640 (twenty nine thousand six
     hundred and forty) ordinary no par value shares in West Coast Leisure Proprietary Limited (“WC Leisure”)
     held by CML, representing its 29.64% interest in WC Leisure, for an aggregate consideration of R190 million
     (“the Disposal”).

     The Disposal will be effected by means of a share repurchase of CML’s shares such that Tsogo will acquire
     all of the issued shares in WC Leisure . WC Leisure holds the West Coast casino license operated by Tsogo
     at the Mykonos Casino (“the Casino”).

     2. Rationale for the Disposal

     Trematon is an investment holding company that invests in assets and businesses which management
     believes are undervalued and have the potential to achieve targeted internal rates of return.

     The Casino has proven to be an excellent investment for the Group but it is not managed by Trematon and,
     as such, is a passive investment in which the Group has limited opportunities to add significant value and
     realised returns are mainly in the form of dividends. The Group has a current investment pipeline which is
     better positioned to achieve the internal rate of return targets and the equity realised will be redeployed in
     those investments.

     CML will continue to own all of the remaining development land at the resort and all of the commercial
     income producing assets on the Mykonos resort. This includes restaurants and conference facilities, a
     marina with 188 berths, a boat and general storage facility with 251 storage units, and other shops and
     commercial assets. The entire resort currently consists of 361 residential units with development potential for
     a further 300 holiday units and/or standalone homes and commercial property.

      3. Consideration for the Acquisition

      The aggregate consideration for the Disposal is R190 000 000, payable in cash (the “Consideration”) and will
      be utilised to grow current business operations as well as retain cash reserves to enable the Group to take
      advantage of any investment opportunities that may arise in the near future.

      4. Details of the Disposal

      In terms of the Heads of Agreement WC Leisure will effect a specific repurchase of its shares held by CML
      for the amount of R190 million, which will be funded by Tsogo to the extent necessary.

      5. Condition precedent

      In terms of the Heads of Agreement the Disposal will be subject to the fulfilment or waiver of the sole
      condition precedent that a definitive formal disposal agreement (“Formal Agreement”) is concluded between
      the parties.

      6.    Effective date

      The effective date of the Disposal will be the date of fulfilment of the condition precedent to the Disposal,
      being the date of signature of the Formal Agreement.

      7. Profits attributable to and/or value of the net assets that are the subject of the Disposal

      The profits attributable to the Casino net assets as at 31 August 2016 was R37.8 million.
      The value of the net assets held by WC Leisure as at 31 August 2016 was R116.8 million.

      8.    Warranties

      The parties have undertaken to give each other the warranties and indemnities that are usual in transactions
      of this nature.

      9. Categorisation

      The Disposal is categorised as a Category 2 transaction in terms of the Listings Requirements of the JSE
      and does not require the approval of Trematon shareholders.

      10. Withdrawal of the Cautionary Announcement

      Shareholders are advised that with reference to the information in this announcement shareholders need no
      longer exercise caution when dealing in the Company’s securities.

Cape Town
14 November 2016

Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)


Legal Advisor:
Bernadt Vukic Potash & Getz

Date: 14/11/2016 11:30:00 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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