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TSOGO SUN HOLDINGS LIMITED - Placement of Tsogo Sun Hotels ordinary shares

Release Date: 24/06/2019 08:07
Code(s): TSH     PDF:  
 
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Placement of Tsogo Sun Hotels ordinary shares

Tsogo Sun Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1989/002108/06)
JSE Share code: TSH
ISIN: ZAE000156238
(“Tsogo Sun Holdings”)


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, EUROPEAN ECONOMIC AREA,
CANADA, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PLACEMENT OF TSOGO SUN HOTELS ORDINARY SHARES


1. INTRODUCTION


    On 23 May, 2019, Tsogo Sun Hotels Limited (“Tsogo Sun Hotels”) issued a Pre-Listing Statement
    (“the PLS”) to Tsogo Sun Holdings’ shareholders (“Shareholders”) in relation to the unbundling by
    Tsogo Sun Holdings of all of its shares held in Tsogo Sun Hotels to Shareholders (“the
    Unbundling”), and the listing of Tsogo Sun Hotels on the Main Board of the JSE Limited (“the JSE”)
    on 12 June, 2019. Under the terms of the Unbundling, Shareholders were entitled to receive one
    Tsogo Sun Hotels share for every one Tsogo Sun Holdings share held by them on 14 June, 2019.
    The Unbundling and distribution of shares in Tsogo Sun Hotels was conducted under the procedural
    requirements and disclosure standards of South Africa which may have been different from those
    applicable in other foreign jurisdictions.


    On 14 June, 2019, Link Market Services South Africa (Pty) Limited (“the Transfer Secretaries”),
    notified Tsogo Sun Holdings that Shareholders holding 29,581,618 Tsogo Sun Hotels shares had
    indicated their inability to receive such Tsogo Sun Hotels shares. In accordance with the terms of
    the Unbundling set out in the PLS, such Tsogo Sun Hotels shares will be disposed of for cash with
    the net proceeds paid to the relevant shareholders.


    Due to the number of such Tsogo Sun Hotels shares to be sold, Tsogo Sun Holdings will proceed
    with the sale by way of an accelerated bookbuild placing (the “Placing”).


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2. THE PLACING

    In terms of the Placing, up to 29,581,618 Tsogo Sun Hotels ordinary shares (“Placing Shares”) will
    become available for sale to qualifying institutional investors.


    The books of the Placing will open with immediate effect. The timing of closing of the books will be
    at the absolute discretion of the Manager (as defined below). Pricing and allocations of the Placing
    Shares will be determined as soon as practicable following the closing of the book. The Placing is
    subject to demand, price and market conditions.


    The Placing process will be subject to normal share trading practices, the relevant rules, regulations
    and procedures of the JSE, the applicable law and the settlement authority of Strate Proprietary
    Limited.


    The Standard Bank of South Africa Limited is acting as sole bookrunner (“the Manager”) in relation
    to the Placing.


    Tsogo Sun Holdings is conducting the Placing on an undocumented basis – no prospectus, offering
    circular, pre-listing statement or other offering document has been or will be published in connection
    with the Placing. Potential investors in the Placing should take into account all publicly available
    information in relation to Tsogo Sun Hotels before making an investment decision.


    Johannesburg
    24 June, 2019


Sole Bookrunner and Transaction Sponsor
The Standard Bank of South Africa Limited

IMPORTANT NOTICE

This announcement is restricted and is not for release, publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, European Economic Area, Australia, Canada, Japan
or any other jurisdiction in which such release, publication or distribution would be unlawful or require
further action for such purpose. This announcement is for information purposes only, is not and does
not purport to be full or complete, is subject to change and shall not constitute or form part of an offer,
advertisement or solicitation of an offer to purchase or subscribe for securities in the United States or
any other jurisdiction where it would be unlawful to do so. No reliance may be placed by any person for
any purpose on the information contained in this announcement or its accuracy, fairness or
completeness. Tsogo Sun Holdings and the Manager (for themselves and on behalf of their respective
affiliates) expressly disclaims any obligation or undertaking to update, review or revise any of the
information contained in this announcement whether as a result of new information, future
developments or otherwise.


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The Placing Shares offered in terms of the Placing have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold,
directly or indirectly, in the United States, absent registration or an exemption from, or transaction not
subject to, the registration requirements of the Securities Act. There will be no public offer of Placing
Shares in the United States.


Neither this announcement nor the Placing constitutes, or is intended to constitute, an offer to the public
in South Africa in terms of the South African Companies Act, 2008 (“the Companies Act”). The Placing
Shares will be sold in South Africa only to (i) persons falling within the exemptions set out in section
96(1)(a) of the Companies Act or (ii) persons who subscribed, as principal, for shares at total
contemplated acquisition cost equal to or greater than R1 000, 000, as envisaged in section 96(1)(b),
of the Companies Act.


The distribution of this announcement and the offering or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by Tsogo Sun Holdings or the Manager,
or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing
Shares in any jurisdiction or possession or distribution of this announcement or any other offering or
publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required to inform themselves
about and to observe any applicable restrictions.


This announcement has been issued by and is the sole responsibility of Tsogo Sun Holdings. No
representation or warranty, express or implied, is, or will be, made as to, or in relation to, and no
responsibility or liability is or will be accepted by the Manager or by any of its affiliates or agents (or any
of their respective directors, officers, employees or advisers) as to, or in relation to, the truth, accuracy
or completeness of the information in this announcement (or whether any information has been omitted
from this announcement) or any other written or oral information (including in visual or electronic form)
made available to or publicly available to any interested party or its advisers, or for any loss howsoever
arising from any use of this announcement or its contents or otherwise arising in connection therewith
and any responsibility or liability therefor is expressly disclaimed.


This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing Shares. Any investment decision to
buy Placing Shares in the Placing must be made solely on the basis of publicly available information,
which has not been independently verified by the Manager.


The Standard Bank of South Africa Limited, a licensed financial services provider in terms of the
Financial Advisory and Intermediary Services Act and a registered credit provider in terms of the
National Credit Act is acting exclusively for Tsogo Sun Holdings in connection with the Placing and no
one else, will not regard any other person as their respective clients in relation to the Placing and will
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not be responsible to anyone else for providing the protections offered to their respective clients nor for
providing advice in relation to the Placing, the contents of this announcement or any matters referred
to in this announcement.


In connection with the Placing, the Manager and any of its affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a principal position and in that capacity
may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Tsogo
Sun Hotels or related investments in connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any
issue or offer to, or acquisition, placing or dealing by, the Manager and any of its affiliates acting in such
capacity. In addition, the Manager and any of its affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Manager and any of its respective affiliates
may from time to time acquire, hold or dispose of shares. The Manager does not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.




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