Acquisition of a 50.1% interest in Betcoza
Tsogo Sun Gaming Limited
Incorporated in the Republic of South Africa
(Registration number 1989/002108/06)
Share code: TSG
(“Tsogo Sun Gaming” or “the Company”)
ACQUISITION OF INTEREST IN BETCOZA
1. INTRODUCTION AND RATIONALE
Tsogo Sun Gaming has, through its wholly owned subsidiary, Tsogo Sun Alternative Gaming
Investments Proprietary Limited (“Alternative Gaming”), concluded an agreement on 7 August
2020 (“Acquisition Agreement”) with Niveus Investments Limited (“the Vendor”), being a related
party, in terms of which Alternative Gaming will acquire the entire issued share capital of, and all
of the Vendor’s claims against, Niveus Invest 9 Proprietary Limited and Cherry Moss Trade and
Invest 188 Proprietary Limited (“the Sale Equity”), collectively representing a 50.1% interest in
the Betcoza online betting platform and indirect interests in retail sports betting licences (“the
The Acquisition represents a strategic opportunity for Tsogo Sun Gaming to enter the online
betting space via an existing developing business.
2. NATURE OF BUSINESS
The Betcoza business is licensed to operate an online betting platform. The retail sports betting
licences operate in Gauteng and Limpopo.
3. SALIENT TERMS OF THE PROPOSED TRANSACTION
Alternative Gaming will acquire the Sale Equity for an aggregate cash purchase consideration of
R49 million. The purchase consideration will be funded by the Company’s existing facilities.
The conditions precedent to which the Acquisition was subject, will have been met upon
publication of this announcement, and the Acquisition will thereafter become immediately
The Acquisition Agreement contains representations by the Vendor in favour of Alternative
Gaming which are standard for a transaction of this nature.
4. FINANCIAL INFORMATION
The value of the net assets comprising the 50.1% interest in the Betcoza online betting platform
and indirect interests in the retail sports betting licences that are the subject of the Acquisition,
is R36.7 million. The loss attributable to the net assets that are the subject of the Acquisition
was R3.5 million for the year ended 31 March 2020. The financial information, prepared in terms
of International Financial Reporting Standards, is extracted from the unaudited management
accounts and the Company is satisfied with the accuracy of the information.
5. CATEGORISATION, SMALL RELATED PARTY CONSIDERATIONS AND INDEPENDENT
The Acquisition is considered to be a small related party transaction in terms of the JSE Listings
Requirements as the Vendor is a wholly owned subsidiary of Hosken Consolidated Investments
Limited, the major shareholder of Tsogo Sun Gaming.
Small related party transactions are not subject to shareholder approval provided that the issuer
has informed the JSE in writing of the details of the proposed transaction and provided the JSE
with written confirmation by an independent professional expert acceptable to the JSE that the
terms of the proposed transaction with the related party are fair as far as the shareholders of the
issuer are concerned.
The Company appointed Sizwe Ntsaluba Gobodo - Grant Thornton (“SNG”), an independent
professional expert acceptable to the JSE, to provide its directors with an independent
professional expert’s opinion regarding the fairness of the Acquisition as required in terms of the
JSE Listings Requirements.
Written confirmation has been received from SNG, the independent professional expert, that the
terms of the Acquisition are fair as far as the shareholders of the Company are concerned
(“Fairness Opinion”). The Fairness Opinion will lie for inspection at the Company’s registered
office (Palazzo Towers East, Montecasino Boulevard, Fourways, 2055) for a period of 28 days
from the date of this announcement.
The terms of the Acquisition and Fairness Opinion have been considered and approved by the
non-conflicted directors of the Company.
7 August 2020
Investec Bank Limited
Date: 07-08-2020 05:05:00
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