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TSOGO SUN HOLDINGS LIMITED - Posting of Circular and Notice of General Meeting

Release Date: 16/08/2017 09:30
Code(s): TSH     PDF:  
Wrap Text
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'). 
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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