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TSOGO SUN HOLDINGS LIMITED - Posting of Circular, Notice of General Meeting and Updated Financial Effects

Release Date: 21/09/2018 11:00
Code(s): TSH     PDF:  
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Posting of Circular, Notice of General Meeting and Updated Financial Effects

TSOGO SUN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1989/002108/06)
JSE Share Code: TSH
ISIN: ZAE000156238
("Tsogo" or the “Company”)



POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND UPDATED FINANCIAL
EFFECTS


1. INTRODUCTION

Tsogo shareholders are referred to the announcements by Tsogo on SENS on 9 July 2018
and 7 September 2018, in respect of, inter alia, Tsogo’s disposal of a portfolio of seven
mixed-use casino properties to Hospitality Property Fund Limited (“Hospitality”) (the
“Transaction”) and the subsequent distribution, by Tsogo, of its entire holding of Hospitality
shares to Tsogo shareholders (the “Unbundling”).

NOTICE OF GENERAL MEETING

Tsogo shareholders are advised that Tsogo will post a circular to Tsogo shareholders (the
“Circular”) today, containing full details of the Transaction and Unbundling and incorporating
a notice of general meeting of Tsogo shareholders (“General Meeting”) and form of proxy.
The Circular is also available on Tsogo’s website at www.tsogosun.com.

The General Meeting will be held at Tsogo’s head office, Main Boardroom, Ground Floor,
Palazzo Towers East, Montecasino Boulevard, Fourways, South Africa at 12:00 on Tuesday,
23 October 2018 to consider and, if deemed fit, pass with or without modification, the
resolutions relating to the Transaction and Unbundling as set out in the notice of General
Meeting.

UPDATED PRO FORMA FINANCIAL EFFECTS

Tsogo shareholders are advised that the pro forma financial effects contained in the Circular
replace those set out in the announcement by Tsogo on SENS on 7 September 2018.


2. IMPORTANT DATES AND TIMES

                                                                                                                 2018
     Notice record date, being the date on which a Tsogo
     shareholder must be registered in the register of shareholders 
     ("Register") in order to be eligible to receive the notice of                                 Friday, 14 September
     General Meeting, on


     Circular incorporating the notice of General Meeting posted to
     Tsogo shareholders and released on SENS, on                                                   Friday, 21 September

     Last day to trade Tsogo shares in order to be eligible to attend
     and participate in and vote at the General Meeting (see note 2                                  Tuesday, 9 October
     below), on

     General Meeting record date, being the date on which a Tsogo
     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, 12 October

     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 12:00, on                                                Friday, 19 October

     Forms of proxy in respect of the General Meeting, to be lodged
     with the Transfer Secretaries of Tsogo as soon as possible for
     administrative purposes only, (preferably by Friday,
     19 October 2018), but in any event before the proxy exercises
     any rights of the Tsogo shareholder appointing the proxy, at
     the General Meeting, on                                                                       Tuesday, 23 October

     General Meeting held at 12:00, on                                                             Tuesday, 23 October

     Results of the General Meeting published on SENS, on                                          Tuesday, 23 October

     Results of General Meeting published in the press, on                                       Wednesday, 24 October


     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.   Tsogo shareholders should note that as transactions in Tsogo 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, 9 October 2018 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 .


Fourways
21 September 2018

Corporate advisor and sponsor to Tsogo
Investec Bank Limited


Corporate Law Advisors to Tsogo
Taback and Associates Proprietary Limited
Werksmans Attorneys

Independent Expert
PSG Capital

Independent reporting accountant
PWC

Date: 21/09/2018 11:00:00 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
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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,
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