Results of Accelerated Bookbuild
Tsogo Sun Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1989/002108/06)
JSE Share code: TSH
(“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.
RESULTS OF THE ACCELERATED BOOKBUILD
Further to the announcement released by Tsogo Sun Holdings on the Stock Exchange News Services
of the JSE Limited on 24 June, 2019 regarding the launch of an accelerated bookbuild placing (“the
Placing”) of ordinary shares in Tsogo Sun Hotels Limited (“Tsogo Sun Hotels”), Tsogo Sun Holdings is
pleased to announce that the Placing successfully priced on 24 June, 2019 and 29,581,618 Tsogo Sun
Hotels ordinary shares were placed with qualifying institutional investors at a price of ZAR4.05 per
ordinary share (“Placing Price”).
The Placing Price represents a discount of 4.5% to the closing price of Tsogo Sun Hotels ordinary
shares on 21 June, 2019.
Tsogo Sun Holdings would like to thank all investors that submitted bids and participated in the Placing.
24 June, 2019
Sole Bookrunner and Transaction Sponsor
The Standard Bank of South Africa Limited
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.
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
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.
Date: 24/06/2019 02:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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