THE FOSCHINI GROUP LIMITED - Further Update On The Acquisition Of Certain Commercially Viable Assets Of Jet

Further Update On The Acquisition Of Certain Commercially Viable Assets Of Jet

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


FURTHER UPDATE ON THE ACQUISITION OF CERTAIN COMMERCIALLY VIABLE ASSETS OF JET

1. Introduction

Shareholders of TFG ("Shareholders") are referred to the Company’s SENS announcement on 13
July 2020 (“Initial Announcement”) in which shareholders were advised of the key terms on
which TFG had submitted a conditional offer (“Conditional Offer”) to acquire certain
commercially viable stores and selected assets of JET (“Proposed Transaction”).

TFG is pleased to announce that it has successfully negotiated and concluded a sale of
assets agreement (“Agreement”) with Edcon Limited (“Edcon”) and its Business Rescue
Practitioners on 14 August 2020 and on principally the same terms as those set out in the
Conditional Offer. Implementation of the Proposed Transaction is subject, inter alia, to
the remaining conditions precedent in paragraph 2 below. The Agreement applies in respect
of the South African assets which form the majority of the assets contemplated in the
Proposed Transaction.  Similar sale of asset agreements in respect of the JET stores and
assets located within the Republic of Botswana, the Republic of Namibia, the Kingdom of
Lesotho and the Kingdom of eSwatini (“ROA Stores”), are expected to be finalised and
executed shortly.

2. Conditions precedent to closing

Implementation of the Proposed Transaction remains subject to, inter alia, the following
key outstanding conditions precedent:

   -   the approval of the Proposed Transaction by the Competition Authorities, with the
       relevant application having been submitted on 3 August 2020;
   -   agreement being reached with JET’s landlords on amended lease terms in respect of the
       stores acquired by TFG. Discussions with the majority of the landlords are well
       progressed as of the date of this announcement;
   -   TFG reaching agreement with RCS Cards Proprietary Limited (“RCS”) in respect of RCS
       continuing to operate JET’s credit book currently owned by RCS subsequent to
       implementing the Proposed Transaction, or if agreement cannot be reached with RCS,
       such other alternative arrangement acceptable to TFG;
   -   TFG concluding sale of assets agreements with Edcon in respect of the ROA Stores;
   -   TFG reaching agreement with certain third parties as to the cession of existing
       agreements or entering into of new agreements in respect of material business
       services; and
   -   agreement being reached with Edcon and the Business Rescue Practitioners regarding
       certain transitional services to be rendered to TFG following implementation of the
       Proposed Transaction, so as to ensure smooth and successful transition of the
       business to TFG. Discussions between TFG, Edcon and the Business Rescue Practitioners
       are well progressed as of the date of this announcement.

Based on the positive progress to date, the parties believe that the remaining conditions
precedent could be fulfilled by the end of September 2020.

3. Voluntary announcement

In terms of the categorisation rules of the JSE Limited's Listings Requirements, the
Proposed Transaction falls below the threshold for announcement on SENS. Nevertheless, TFG
will continue to inform shareholders of material changes to and/or developments in respect
of the Proposed Transaction, and in particular, the date by which all conditions precedent
to the Proposed Transaction have been fulfilled or waived, as appropriate.


Cape Town
17 August 2020

Sponsor:
UBS South Africa Proprietary Limited

Transaction Advisor to TFG:
Rand Merchant Bank
(a division of FirstRand Bank Limited)


Legal adviser to TFG:
Edward Nathan Sonnenbergs Incorporated

Date: 17-08-2020 11:30:00
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