TIGER BRANDS LIMITED - Voluntary announcement regarding the proposed sale of shares in Oceana Group Limited by Tiger Brands

Voluntary announcement regarding the proposed sale of shares in Oceana Group Limited by Tiger Brands

TIGER BRANDS LIMITED
“Tiger Brands” or “the Company”
(Incorporated in the Republic of South Africa)
(Registration number 1994/017881/06)
Share code: TBS ISIN: ZAE000071080


VOLUNTARY ANNOUNCEMENT REGARDING THE PROPOSED SALE OF SHARES IN OCEANA
GROUP LIMITED (“OCEANA”) BY TIGER BRANDS

On 22 November 2018, Tiger Brands advised shareholders that the Board
has decided to pursue an unbundling of Tiger Brands’ shareholding in
Oceana.

Shareholders are advised that Tiger Brands has received and accepted a
conditional but binding offer from Brimstone Investment Corporation
Limited (“Brimstone”) in terms of which Brimstone will acquire 8,000,000
ordinary shares in Oceana (the “Oceana Shares”), which represents
approximately 5.9% of Oceana’s total shares currently in issue (the
“Transaction”).

Brimstone is a black controlled and managed investment company
incorporated and domiciled in South Africa and is an existing
shareholder in Oceana, with a 17.0% shareholding. The Transaction will
further strengthen Oceana’s Black Economic Empowerment ownership
profile.

Shareholders are referred to the announcement made by Brimstone today
for further details of the Transaction. Completion of the Transaction is
subject to the fulfilment of certain conditions precedent, which are set
out in the Brimstone announcement. The effective date of the Transaction
will be the first business day after the date of fulfilment of the last
condition precedent. The conditions precedent are required to be
fulfilled by no later than 17h00 on 28 February 2019.

The purchase price for the Oceana Shares will be ZAR 72.67958 per share
(which is based on the 10-day volume weighted average price (“VWAP”) of
an Oceana share, calculated up to the close of trading on 23 January
2019).

The total purchase price will amount to ZAR 581 million, resulting in a
capital profit of approximately ZAR 282 million. It is expected that the
Transaction will increase Tiger Brands’ net asset value (and ordinary
shareholders funds) by approximately ZAR 256 million and earnings per
share by approximately 170 cents. The Transaction is anticipated to have
a minimal effect on headline earnings per share.

Tiger Brands is proceeding with the necessary steps to complete the
unbundling of the remaining 49,104,774 Oceana shares during the second
quarter of the 2019 calendar year.
A further announcement will be made once the Transaction has been
concluded.


Bryanston
24 January 2019


Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited


Financial Advisor
Standard Chartered Bank


Legal Advisor
Edward Nathan Sonnenbergs




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