Acquisition of additional Tsogo Sun shares
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1973/007111/06
Share code: HCI
(“HCI” or “the Company”)
ACQUISITION OF ADDITIONAL TSOGO SUN SHARES
1. INTRODUCTION AND RATIONALE
HCI has concluded an agreement (“Sale of Shares Agreement”) with the Southern African
Clothing and Textile Workers Union (“SACTWU”) in terms of which HCI will acquire 18,563,456
Tsogo Sun Holdings Limited (“Tsogo Sun”) shares (“Sale Shares”) from SACTWU, (the
The Acquisition represents an opportunity for HCI to meaningfully increase its interest in Tsogo
Sun at an attractive price.
2. TERMS OF THE ACQUISITION
HCI will acquire the Sale Shares for a cum dividend price of R22.00 per Sale Share for a total
purchase consideration of R408,396,032 (the “Purchase Consideration”). The Purchase
Consideration will be funded from HCI’s own cash resources.
The Acquisition is subject to inter-alia, the fulfilment or waiver (to the extent legally permissible)
of the following conditions precedent:
- the board of directors of HCI approving the Acquisition; and
- the National Executive Committee or National Co-ordinating Committee, as the case may
be, of SACTWU approving the Acquisition.
The effective date of the Acquisition shall be the second business day after the fulfilment or
waiver, as the case may be, of the last condition precedent.
3. DETAILS OF THE BUSINESS OF TSOGO SUN AND FINANCIAL INFORMATION
The Tsogo Sun Group is Southern Africa’s premier gaming, hotel and entertainment group. The
Tsogo Sun Group holds and/or operates, either via ownership, leasing arrangements or
management agreements a portfolio of 110 hotels comprising 18 752 hotel rooms across all
sectors of the market, from luxury to budget.
Tsogo Sun has operations in South Africa, Nigeria, Kenya, Tanzania, Zambia, Mozambique, the
United Arab Emirates and the Seychelles with:
- 14 gaming and entertainment destinations in 7 provinces of South Africa;
- theatres, cinemas, restaurants and bars; and
- Over 320 operated conference and banqueting facilities, including the Sandton Convention
As at 31 March 2018, Tsogo Sun had net assets of R14.2 billion and the profits attributable to
net assets were R2.0 billion.
4. CATEGORISATION, SMALL RELATED PARTY CONSIDERATIONS AND INDEPENDENT
The transaction is considered a small related party transaction in terms of section 10.7 of the JSE
Listings Requirements as SACTWU is a material shareholder of HCI.
This small related party transaction is not subject to shareholder approval, provided an
independent expert has confirmed that the terms of the transaction are fair as far as shareholders
are concerned. HCI has appointed BDO to provide the directors of HCI with an independent
expert’s report, as required in terms of section 10.7 of the JSE Listings Requirements.
Written confirmation was received from BDO, that the terms of the Acquisition are fair as far as
the shareholders of HCI are concerned. Copies of the independent expert report will be available
for inspection at the registered office of HCI (Suite 801, The Point, 76 Regent Road, Sea Point,
8005) for a period of 28 days from the date of this announcement.
19 December 2018
Investec Bank Limited
Investec Bank Limited
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