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Posting of Circular and Notice of General Meeting
TSOGO SUN HOLDINGS LIMITED
(Incorporated in South Africa)
(Registration number 1989/002108/06)
JSE share code: TSH
ISIN: ZAE000156238
(“Tsogo”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the announcements by Tsogo on SENS on 27 June 2017 and 2 August
2017, relating to the proposed acquisition of shares in Niveus Invest 19 Limited ("Gameco"), the holding
company of certain gaming businesses in the Niveus Investments Limited group (“Proposed
Transaction”). The Proposed Transaction is a category 2, related party transaction for Tsogo in terms
of the JSE Listings Requirements.
2. POSTING OF CIRCULAR
Shareholders are hereby advised that a circular containing, inter alia, details of the Proposed
Transaction, a notice of general meeting of shareholders (“General Meeting”) and a form of proxy (
“Circular”) was posted to shareholders today and is available on Tsogo’s website at
https://www.tsogosun.com/investors/announcements/2017.
The purpose of the Circular is to:
- provide shareholders with detailed information regarding the Proposed Transaction and the
manner in which it will be implemented; and
- convene the General Meeting to consider and, if deemed fit, approve the resolutions relating to
the Proposed Transaction as set out in the notice of General Meeting incorporated in the
Circular.
3. NOTICE OF GENERAL MEETING
The General Meeting will be held at 13:00 on Thursday, 14 September 2017 at SunSquare City Bowl,
23 Buitengracht Street, Cape Town City Centre, for purposes of considering and, if deemed fit, passing
the ordinary and special resolutions required to authorise the implementation of the Proposed
Transaction as set out in the notice of General Meeting.
4. IMPORTANT DATES AND TIMES
2017
Notice record date, being the date on which a shareholder must be
registered in the register of shareholders ("Register") in order to be eligible
to receive the notice of General Meeting, on Friday, 11 August
Circular posted to shareholders and notice of the General Meeting Wednesday, 16 August
released on SENS, on
Last day to trade shares in order to be eligible to attend and participate in
and vote at the General Meeting (see note 2 below), on Tuesday, 5 September
General Meeting record date, being the date on which a shareholder must
be registered in the Register in order to be eligible to attend and participate
in and vote at the General Meeting, by the close of trade, on
Friday, 8 September
Written notice to participate electronically in the General Meeting to be
delivered to Tsogo’s offices (marked for the attention of the Company
Secretary) by 10:00, on Tuesday, 12 September
Forms of proxy in respect of the General Meeting, to be lodged with the
Transfer Secretaries of Tsogo before the proxy exercises any rights of the
Tsogo shareholder appointing the proxy, at the General Meeting by 13:00,
on Tuesday, 12 September
General Meeting held at 13:00, on Thursday, 14 September
Results of the General Meeting published on SENS, on Thursday, 14 September
Results of General Meeting published in the press, on Friday, 15 September
Detailed timetable in relation to the minority offer to Gameco minorities will
be announced in due course.
Notes:
1. The above dates and times are subject to amendment at the discretion of Tsogo. Any such amendment will be released on
SENS and published in the South African press.
2. Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three business days after such trade. Therefore, shareholders who acquire shares after
close of trade on Tuesday, 5 September 2017 will not be eligible to attend at, participate in and to vote at the General
Meeting.
3. All dates and times indicated above are South African Standard Times.
4. If the General Meeting is adjourned or postponed, forms of proxy submitted in respect of the General Meeting will remain
valid in respect of any adjournment or postponement thereof.
16 August 2017
Corporate advisor and transaction sponsor to Tsogo
Investec Bank Limited
Corporate law advisor to Tsogo
Tabacks
Date: 16/08/2017 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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