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TSOGO SUN HOLDINGS LIMITED - Update on The Proposed Acquisition of Certain Gaming Businesses from Niveus Investments Limited

Release Date: 29/09/2017 15:00
Code(s): TSH     PDF:  
Wrap Text
Update on The Proposed Acquisition of Certain Gaming Businesses from Niveus Investments Limited

TSOGO SUN HOLDINGS LIMITED
(Incorporated in South Africa)
(Registration number 1989/002108/06)
JSE share code: TSH
ISIN: ZAE000156238
(“Tsogo”)


UPDATE ON THE PROPOSED ACQUISITION OF CERTAIN GAMING BUSINESSES FROM NIVEUS
INVESTMENTS LIMITED (“NIVEUS”)

1.    Introduction

      Shareholders are referred to the SENS announcements released by Tsogo on 14 September
      2017 and 16 August 2017 in respect of, inter alia, Tsogo’s proposed acquisition of the shares in
      Niveus Invest 19 Limited (“Gameco”) the holding company of certain gaming businesses in the
      Niveus group (“Proposed Transaction”).

      Shareholders are hereby advised that Tsogo, Hosken Consolidated Investments Limited (“HCI”)
      and Niveus (the “Parties”) have signed an addendum to the agreement recording the terms of
      the Proposed Transaction (“Agreement”), which is subject to the fulfilment (or waiver by the
      parties to the extent legally permitted) of a number of conditions precedent (“Conditions”).

      The addendum provides for the following amendments to the Agreement:

      -    the Long Stop Date (the date by which all the Conditions must have been fulfilled or waived)
           has been extended from 30 September 2017 to 30 October 2017, thereby facilitating the
           appeal process to the Competition Appeal Court initiated by HCI and Tsogo against the
           Competition Tribunal ruling referred to in the SENS announcement of 14 September 2017;

      -    if at any time prior to the Long Stop Date the appeal is dismissed resulting in HCI and/or
           Tsogo being required to file a merger filing then, unless the Parties otherwise agree in
           writing, the Agreement will lapse on the seventh day after such judgment is delivered;

      -    if the last of the Conditions to be fulfilled, is fulfilled or waived (as the case may be) on or
           after 1 October 2017, then the cash portion of the Minority Offer consideration shall
           increase by an amount equal to 72% of the Prime Rate calculated on such cash portion,
           from 20 October 2017 until the first Friday after the Minority Offer date, both days inclusive
           in order to compensate Gameco minority shareholders who accept the Cash Alternative of
           the Minority Offer Consideration for the delay in making the Minority Offer resulting from
           the appeal process; and

      -    Niveus shall be entitled to accept the Minority Offer in respect of its Gameco shares in one
           or more tranches, provided that Niveus accepts the Minority Offer in respect of all of the
           Gameco shares which it holds as at the Minority Offer date, prior to the closing date of the
           Minority Offer.

2.    Changes to the Minority Offer date
      A detailed timetable in relation to the Minority Offer will be announced in due course.


29 September 2017

Corporate advisor and transaction sponsor to Tsogo
Investec Bank Limited

Corporate law advisor to Tsogo
Tabacks

Date: 29/09/2017 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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