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THE FOSCHINI GROUP LIMITED - Results of the rights offer and directors dealings in securities

Release Date: 11/08/2020 14:07
Code(s): TFG     PDF:  
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Results of the rights offer and directors dealings in securities

THE FOSCHINI GROUP LIMITED
Registration number: 1937/009504/06
Code: TFG
ISIN: ZAE000148466
(“TFG” and “Group”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER
OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION.

RESULTS OF THE RIGHTS OFFER AND DIRECTORS DEALINGS IN SECURITIES

1. Introduction

TFG shareholders are referred to the announcement released on the Stock Exchange News
Service (“SENS”) on Thursday, 16 July 2020, relating to a fully underwritten renounceable
rights offer to qualifying TFG shareholders to raise, in aggregate, gross proceeds of up to
R3.95 billion (the “Rights Offer”).

The Rights Offer consisted of an offer of 94,270,486 new TFG ordinary shares (“Rights Offer
Shares”) at a subscription price of R41.90 per Rights Offer Share.

The Rights Offer was fully underwritten by Rand Merchant Bank, a division of FirstRand Bank
Limited, The Standard Bank of South Africa Limited and Absa Bank Limited (“the Joint Global
Coordinators and Underwriters”), subject to customary terms and conditions.

2. Results of the Rights Offer

The Rights Offer closed at 12:00 (South African Standard Time) on Friday, 7 August 2020.
The results of the Rights Offer are set out below:

                                                          Number of Rights      % of Rights
                                                              Offer Shares            Offer

Rights Offer Shares available for subscription                 94,270,486             100.0
Subscription for Rights Offer Shares                           92,648,575              98.3
Applications for excess Rights Offer Shares                   122,799,202             130.3
Excess Rights Offer Shares allocated                            1,621,412               1.7

As the Rights Offer was fully subscribed after taking into account excess applications
received, the Joint Global Coordinators and Underwriters were not required to subscribe for
any Rights Offer Shares in terms of their underwriting commitments.

Commenting on the results of the Rights Offer, Anthony Thunström, CEO of TFG said:

“We are thrilled with the successful outcome of the rights offer which, at 2.3x
oversubscribed, displays strong support from TFG’s shareholders. We are confident that the
capital raised will effectively insulate the balance sheet during this time of global
economic uncertainty and allow us to further execute on the company’s strategy and vision
for the future.”

3. Issue of Rights Offer Shares

Share certificates are to be posted to holders of certificated TFG ordinary shares or their
renouncees or purchasers of their letters of allocation, who have followed their Rights, on
Tuesday, 11 August 2020.

The CSDP or broker accounts of holders of dematerialised TFG ordinary shares or their
renouncees or purchasers of their letters of allocation, who have followed their rights,
will be credited with the Rights Offer Shares and debited with the payments due on Tuesday,
11 August 2020.

4. Excess applications

TFG received applications for 122,799,202 excess Rights Offer Shares of which 1,621,412
excess Rights Offer Shares were allocated. Excess Rights Offer Shares were allocated on a
pro rata basis to qualifying shareholders who applied for excess Rights Offer Shares by
taking into account the number of shares held by the qualifying shareholder prior to the
Rights Offer and the number of Rights Offer Shares taken up pursuant to the Rights Offer.

Share certificates will be posted to holders of certificated TFG ordinary shares, who have
been allocated excess Rights Offer Shares on or about Thursday, 13 August 2020.

The CSDP or broker account of holders of dematerialised TFG ordinary shares who have been
allocated excess Rights Offer Shares will be credited with the Rights Offer Shares and
debited with the payments due on or about Thursday, 13 August 2020.

Refund payments in respect of unsuccessful applications for excess Rights Offer Shares will
be made to the relevant applicants on or about Thursday, 13 August 2020.

5. Dealings in securities by Directors, the Company Secretary and Share Incentive Schemes

In compliance with the JSE Listings Requirements, the following information is disclosed:

Name of director: M Lewis
Company: TFG
Name of associate: Colmar Investment Holdings Ltd
Relationship with director: The director’s family members are indirect beneficiaries of the
associate
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 227 122
Rights Offer price: R41.90
Total value of transaction: R9 516 411.80
Extent of interest: Indirect non-beneficial

Name of director: M Lewis
Company: TFG
Name of associate: Colmar Investment Holdings Ltd
Relationship with director: The director’s family members are indirect beneficiaries of the
associate
Date of transaction: 24 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 50 000
Highest price of LA sold: R22.70
Lowest price of LA sold: R22.46
VWAP of LA sold: R22.594232
Total value of transaction: R1 129 711.62
Extent of interest: Indirect non-beneficial

Name of director: M Lewis
Company: TFG
Name of associate: Colmar Investment Holdings Ltd
Relationship with director: The director’s family members are indirect beneficiaries of the
associate
Date of transaction: 27 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 150 000
Highest price of LA sold: R23.30
Lowest price of LA sold: R22.20
VWAP of LA sold: R22.746315
Total value of transaction: R3 411 947.24
Extent of interest: Indirect non-beneficial

Name of director: M Lewis
Company: TFG
Name of associate: Colmar Investment Holdings Ltd
Relationship with director: The director’s family members are indirect beneficiaries of the
associate
Date of transaction: 28 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 209 561
Highest price of LA sold: R24.50
Lowest price of LA sold: R23.37
VWAP of LA sold: R23.770376
Total value of transaction: R4 981 343.67
Extent of interest: Indirect non-beneficial

Name of director: A D Murray
Company: TFG
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 227 282
Rights Offer price: R41.90
Total value of transaction: R9 523 115.80
Extent of interest: Direct beneficial

Name of director: A D Murray
Company: TFG
Name of associate: The Krisalex Trust
Relationship with director: The director is a trustee and beneficiary of the associate
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 288 993
Rights Offer price: R41.90
Total value of transaction: R12 108 806.70
Extent of interest: Indirect beneficial

Name of director: R Stein
Company: TFG
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 22 620
Rights Offer price: R41.90
Total value of transaction: R947 778.00
Extent of interest: Direct beneficial

Name of director: R Stein
Company: TFG
Date of transaction: 22 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 42 000
Highest price of LA sold: R22.50
Lowest price of LA sold: R22.36
VWAP of LA sold: R22.46667
Total value of transaction: R943 600.00
Extent of interest: Direct beneficial

Name of director: R Stein
Company: TFG
Name of associate: The Davjon Trust
Relationship with director: The director is a trustee and beneficiary of the associate
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 4 468
Rights Offer price: R41.90
Total value of transaction: R187 209.20
Extent of interest: Indirect beneficial

Name of director: R Stein
Company: TFG
Name of associate: The Davjon Trust
Relationship with director: The director is a trustee and beneficiary of the associate
Date of transaction: 22 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 8 200
Highest price of LA sold: R22.50
Lowest price of LA sold: R22.30
VWAP of LA sold: R22.33413
Total value of transaction: R183 139.87
Extent of interest: Indirect beneficial

Name of director: R Stein
Company: TFG
Name of associate: Rose Stein
Relationship with director: Director’s spouse
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 5 381
Rights Offer price: R41.90
Total value of transaction: R225 463.90
Extent of interest: Indirect non-beneficial

Name of director: R Stein
Company: TFG
Name of associate: Rose Stein
Relationship with director: Director’s spouse
Date of transaction: 22 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 10 000
Price of LA sold: R22.22
Total value of transaction: R222 200.00
Extent of interest: Indirect non-beneficial

Name of director: E Oblowitz
Company: TFG
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 864
Rights Offer price: R41.90
Total value of transaction: R36 201.60
Extent of interest: Direct beneficial

Name of director: N V Simamane
Company: TFG
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 648
Rights Offer price: R41.90
Total value of transaction: R27 151.20
Extent of interest: Direct beneficial

Name of director: D Friedland
Company: TFG
Name of associate: Marilyn Friedland
Relationship with director: Director’s spouse
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 8 174
Rights Offer price: R41.90
Total value of transaction: R342 490.60
Extent of interest: Indirect non-beneficial
Name of director: A E Thunström
Company: TFG
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 38 993
Rights Offer price: R41.90
Total value of transaction: R1 633 806.70
Extent of interest: Direct beneficial

Name of director: B Ntuli
Company: TFG
Date of transaction: 29 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 15 440
Highest price of LA sold: R26.70
Lowest price of LA sold: R25.20
VWAP of LA sold: R26.0432
Total value of transaction: R402 107.00
Extent of interest: Direct beneficial

Name of director: D B Gedye
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 111 213
Rights Offer price: R41.90
Total value of transaction: R4 659 824.70
Extent of interest: Direct beneficial

Name of director: G S Naidoo
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 29 716
Rights Offer price: R41.90
Total value of transaction: R1 245 100.40
Extent of interest: Direct beneficial

Name of director: B J Curry
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 11 280
Rights Offer price: R41.90
Total value of transaction: R472 632.00
Extent of interest: Direct beneficial

Name of director: B J Curry
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 29 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 7 776
Price of LA sold: R27.50
Total value of transaction: R213 840.00
Extent of interest: Direct beneficial

Name of director: B J Curry
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 30 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 3 080
Price of LA sold: R26.85
Total value of transaction: R82 698.00
Extent of interest: Direct beneficial

Name of director: S A Baird
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 10 720
Rights Offer price: R41.90
Total value of transaction: R449 168.00
Extent of interest: Direct beneficial

Name of director: S A Baird
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 3 August 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 11 709
Price of LA sold: R28.00
Total value of transaction: R327 852.00
Extent of interest: Direct beneficial

Name of director: S A Baird
Company: Foschini Retail Group (Pty) Ltd
Name of associate: Sheryl Baird
Relationship with director: Director’s spouse
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 3 200
Rights Offer price: R41.90
Total value of transaction: R134 080.00
Extent of interest: Indirect non-beneficial

Name of director: J L Fisher
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 13 439
Rights Offer price: R41.90
Total value of transaction: R563 094.10
Extent of interest: Direct beneficial

Name of director: S E Morley
Company: Foschini Retail Group (Pty) Ltd
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 13 135
Rights Offer price: R41.90
Total value of transaction: R550 356.50
Extent of interest: Direct beneficial

Name of company secretary: D van Rooyen
Company: TFG
Date of transaction: 30 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 4 480
Highest price of LA sold: R26.82
Lowest price of LA sold: R26.66
VWAP of LA sold: R26.7154
Total value of transaction: R119 684.99
Extent of interest: Direct beneficial

Name of scheme: 2010 Share Incentive Scheme
Date of transaction: 7 August 2020
Nature of transaction: Off-market acquisition of shares in terms of the Rights Offer
Class of securities: Ordinary shares
Number of securities: 66 387
Rights Offer price: R41.90
Total value of transaction: R2 781 615.30
Extent of interest: Indirect non-beneficial

Name of scheme: The Foschini Share Incentive Trust
Date of transaction: 30 July 2020
Nature of transaction: On-market sale of Letters of Allocation (LAs) in terms of the Rights
Offer
Class of securities: LAs in respect of ordinary shares
Number of LAs sold: 472 137
Highest price of LA sold: R27.25
Lowest price of LA sold: R26.37
VWAP of LA sold: R26.8306
Total value of transaction: R12 667 718.99
Extent of interest: Indirect non-beneficial


The pre-requisite clearances were obtained for the above transactions.


Joint Global Coordinator and Underwriter
Absa Bank Limited
(acting through its Corporate and Investment Banking Division)


Joint Global Coordinator and Underwriter
Rand Merchant Bank
(a division of FirstRand Bank Limited)


Joint Global Coordinator and Underwriter
The Standard Bank of South Africa Limited
(acting through its Corporate and Investment Banking division)


Transaction Sponsor
Rand Merchant Bank
(a division of FirstRand Bank Limited)


Legal advisers to TFG as to South African law
Edward Nathan Sonnenbergs Incorporated


Legal advisers to TFG as to US law
Shearman & Sterling (London) LLP


Legal advisers to the Joint Global Coordinators and Underwriters as to South African law
Webber Wentzel


Legal advisers to the Joint Global Coordinators and Underwriters as to US law
Linklaters LLP

This announcement has been issued by and is the sole responsibility of TFG. The information
contained in this announcement is for background purposes only and does not purport to be
full or complete.   No reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on         its   accuracy   or
completeness. The information in this announcement is subject to change.

Forward-Looking Statements

This announcement includes certain forward-looking statements, beliefs or opinions,
including statements related to the Rights Offer. Forward-looking statements are typically
identified by the use of forward-looking terminology such as “believes”, “expects”, “may”,
“will”, “could”, “should”, “intends” or the negative thereof or other variations thereof or
comparable terminology. These statements reflect beliefs and expectations and involve risk
and uncertainty because they relate to events and depend on circumstances that will occur
in the future. No representation is made that any of these statements will come to pass.
There are a number of risks, uncertainties and factors that could cause actual results and
developments to differ materially from those expressed or implied by these statements.
Forward-looking statements speak only as at the date of this announcement, and TFG
expressly disclaims any obligations or undertaking to release any update of, or revisions
to, any forward-looking statements in this announcement. As a result, you are cautioned not
to place any undue reliance on such forward-looking statements.

No statement in this announcement is intended as a profit forecast, and no statement in
this announcement should be interpreted to mean that underlying operating profit for the
current or future financial years would necessarily be above a minimum level, or match or
exceed the historical published operating profit or set a minimum level of operating
profit.

Neither the Company nor any of its advisors are under any obligation to update or revise
publicly any forward-looking statement contained within this announcement, whether as a
result of new information, future events or otherwise, other than in accordance with their
legal or regulatory obligations (including, for the avoidance of doubt, the Prospectus
Regulation Rules, the Listing Rules and Disclosure Guidance and Transparency Rules).

Important Notice

This announcement does not constitute or form a part of any offer or solicitation or
advertisement to purchase and/or subscribe for Securities in South Africa, including an
offer to the public for the sale of, or subscription for, or the solicitation or
advertisement of an offer to buy and/or subscribe for, shares as defined in the South
African Companies Act, No. 71 of 2008 (as amended) or otherwise (the “Companies Act”) and
will not be distributed to any person in South Africa in any manner that could be construed
as an offer to the public in terms of the Companies Act. As a result, this announcement
does not comply with the substance and form requirements for a prospectus set out in
Companies Act and the South African Companies Regulations of 2011, and has not been
approved by, and/or registered with, the with the South African Companies and Intellectual
Property Commission or any other South African authority. Nothing in this announcement
should be viewed, or construed, as “advice”, as that term is used in the South African
Financial Markets Act, No. 19 of 2012, as amended, and/or Financial Advisory and
Intermediary Services Act, No. 37 of 2002, as amended (the “FAIS Act”).

The announcement constitutes factual, objective information about TFG and nothing contained
herein should be construed as constituting any form of investments advice or
recommendation, guidance or proposal of a financial nature as contemplated in the FAIS Act
in respect of TFG or any transaction in relation thereto. TFG and/or its representatives
and advisors are not (and are not required to be) Financial Services Providers as
contemplated in the FAIS Act in South Africa and the contents of this announcement must not
be construed as constituting the canvassing for, or marketing or advertising of, financial
services by TFG and/or its representatives and advisors in South Africa. To the extent that
any of TFG’s representatives and/or advisors, including Rand Merchant Bank (a division of
FirstRand Bank Limited), The Standard Bank of South Africa Limited and Absa Bank Limited
(the “Joint Global Coordinators and Underwriters”), are registered Financial Services
Providers, none of them purport to provide, market or advertise financial services to any
person in respect of TFG and this announcement does not constitute financial advice, or
financial services, provided by the aforesaid to any person who is in possession of this
announcement.

This announcement is not an offer of securities for sale in the United States or in any
jurisdiction in which such offer of securities for sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
Securities may not be offered, sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, in or into the United States unless they are registered
or are exempt from registration under the U.S. Securities Act of 1933, as amended. TFG does
not intend to register any offering in the United States or to conduct a public offering in
the United States. Copies of this announcement are not being, and should not be,
distributed in or sent, directly or indirectly, into the United States or in or into any
other jurisdiction which would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction.

This announcement is for distribution only to persons who (a) have professional experience
in matters relating to investments falling within Article 19(5) of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”);
(b) are persons falling within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Order; (c) are outside the United Kingdom; or
(d) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise lawfully be communicated
or caused to be communicated (all such persons together being referred to as “relevant
persons”). This announcement is directed only at relevant persons and must not be acted on
or relied on by persons who are not relevant persons. Any investment or investment activity
to which this announcement relates is available only to relevant persons and will be
engaged in only with relevant persons.

This announcement is only addressed to and directed at persons in Member States of the
European Economic Area (“EEA”) and in the United Kingdom who are “Qualified Investors”
within the meaning of Article 2(e) of the Prospectus Regulation. The securities referred to
herein are only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such securities will be engaged in only with Qualified Investors. This
announcement must not be acted on or relied on in any Member State of the EEA or in the
United Kingdom by persons who are not Qualified Investors. For the purposes of this
paragraph the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as
amended or superseded).

It may be unlawful to distribute this announcement in certain other jurisdictions and,
therefore, persons into whose possession this announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with any such restrictions
may constitute a violation of the securities laws of such jurisdiction. In particular,
subject to certain exceptions, this announcement and any other relevant document e.g.
Prospectus should not be distributed, forwarded to or transmitted in or into the United
States or any other Excluded Territory. This announcement is not for distribution in
Canada, Japan or Australia. The information in this announcement does not constitute an
offer of securities for sale in Canada, Japan or Australia.

Further, the content of this announcement should not be construed as business, legal or tax
advice. It is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by TFG or any of the Joint Global Coordinators
and Underwriters that any recipient of this announcement should acquire any of TFG’s
securities. Neither TFG nor any of the Joint Global Coordinators and Underwriters is making
any representation to any prospective investor regarding the legality of an investment in
TFG by such prospective investor under the laws and regulations applicable to such
prospective investor. Prospective investors should consult their own professional advisers
before making any investment decision with regard to TFG and in making an investment
decision, prospective investors must rely on their own analysis, enquiry and examination of
TFG, including the merits and risks therein. All investment is subject to risk. The value
of the securities offered may go down as well as up. Past performance is no guarantee of
future returns.

The contents of this announcement have not been verified by the Joint Global Coordinators
and Underwriters or any of their respective affiliates. Each Joint Global Coordinator and
Underwriter is acting on behalf of TFG and no one else in connection with the Rights Offer.
They will not regard any other person as their client in relation to the Rights Offer and
will not be responsible to anyone other than TFG for providing the protections afforded to
their respective clients nor for providing advice in relation to the Rights Offer, the
contents of this announcement or any transaction, arrangement or other matter referred to
herein. Neither the Joint Global Coordinators and Underwriters, nor any of their respective
directors, officers, employees, advisers, agents, alliance partners or any other entity or
person accepts any responsibility or liability whatsoever for, or makes any representation,
warranty or undertaking, express or implied, as to the truth, accuracy, completeness or
fairness of the information or opinion in this announcement (or whether any information has
been omitted from this announcement) or any other information relating to TFG, its
subsidiaries or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever arising from
any use of this announcement or its contents or otherwise arising in connection therewith.
Accordingly, the Joint Global Coordinators and Underwriters disclaim, to the fullest extent
permitted by applicable law, all and any liability, whether arising in tort, delict or
contract or that they might otherwise be found to have in respect of this announcement
and/or any such statement.

Cape Town
11 August 2020

Sponsor:
UBS South Africa Proprietary Limited

Date: 11-08-2020 02:07:00
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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