TSOGO SUN HOLDINGS LIMITED - Fulfillment of the conditions in respect of the proposed acquisition of certain Gaming Businesses from Niveus

Fulfillment of the conditions in respect of the proposed acquisition of certain Gaming Businesses from Niveus

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

FULFILLMENT OF THE CONDITIONS PRECEDENT IN RESPECT OF THE PROPOSED
ACQUISITION OF CERTAIN GAMING BUSINESSES FROM NIVEUS INVESTMENTS LIMITED
(“NIVEUS”)

1.   Introduction

     Shareholders are referred to the last SENS announcement released by Tsogo on 29 September
     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”).

     In terms of the agreement (“Agreement”) entered into between Tsogo, Hosken Consolidated
     Investments Limited (“HCI”) and Niveus ( “Parties”), it is a condition precedent to the transaction
     that the Parties obtain the waiver from the Northern Cape Gambling Board (“NCGB”) of the
     requirement that Tsogo’s indirect acquisition of Niveus Invest Proprietary 1 Limited (“Niveus
     Invest”), which houses the Grand Oasis Casino, Kuruman, be approved by it, by 30 October
     2017 (“Long Stop Date”).

     Up until 25 October 2017 there was no NCGB is place and as a result the Parties have not been
     able to obtain the waiver required in terms of the Agreement.

2.   Addendum to the Agreement

     In order to prevent the Proposed Transaction from lapsing due to the failure to obtain the waiver
     the Parties have entered into a further addendum to the Agreement (“Addendum”) and Niveus,
     Niveus Invest and Gameco have entered into a sale agreement in terms of which:

     -     Gameco will sell to Niveus the entire issued share capital of Niveus Invest (“Sale Share”)
           as well as Gameco’s claims on loan account against Niveus (“Sale Claims”) for a
           consideration of R94,963,327.76 in the aggregate (“Purchase Consideration”). The
           Purchase Consideration will constitute an interest free loan by Gameco to Niveus.

     -     Gameco will grant to Niveus a put option (“Put Option”) in terms of which Niveus would
           be entitled to require Gameco to purchase the Sale Share and the Sale Claims from Niveus
           for a purchase consideration equal to the Purchase Consideration, which will be
           discharged by way of a set-off against the amount owing by Niveus to Gameco in respect
           of the Purchase Consideration.

     The exercise of the Put Option is conditional upon, inter alia, the requisite approval or waiver, for
     the sale and purchase of the Sale Share and Sale Claims being obtained from the NCGB.
     The Put Option must be exercised before 31 March 2018, failing which Niveus will be obliged to
     pay the entire Purchase Consideration to Gameco.

3.   Fulfilment of conditions precedent
     Following the conclusion of the Addendum all conditions precedent to the Proposed Transaction
     have been fulfilled and/or waived and the transaction is now unconditional and proceeding to
     implementation.



30 October 2017
Corporate advisor and transaction sponsor to Tsogo
Investec Bank Limited

Corporate law advisor to Tsogo
Tabacks

Date: 30/10/2017 05:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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