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TSOGO SUN HOLDINGS LIMITED - Unbundling of Tsogo Suns entire shareholding in Tsogo Sun Hotels Limited ("THL") and listing of THL on the JSE

Release Date: 23/05/2019 08:30
Code(s): TSH     PDF:  
 
Wrap Text
Unbundling of Tsogo Sun’s entire shareholding in Tsogo Sun Hotels Limited ("THL") and listing of THL on the JSE

TSOGO SUN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1989/002108/06)
JSE Share Code: TSH
ISIN: ZAE000156238
(“Tsogo Sun”)

Announcement relating to the:

    •   proposed name change of Tsogo Sun to Tsogo Sun Gaming Limited;
    •   proposed unbundling of Tsogo Sun’s entire shareholding in Tsogo Sun Hotels
        Limited (“THL”);
    •   listing of THL on the Johannesburg Stock Exchange; and
    •   notice of general meeting of Tsogo Sun shareholders.


1. Introduction

    Tsogo Sun shareholders (“Shareholders”) are referred to the announcement released on the Stock
    Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Friday, 15 March 2019 in relation
    to the proposed unbundling (“Unbundling”) of its entire shareholding in THL.

    The Unbundling will be implemented through (i) a distribution in specie of all the ordinary shares
    held by Tsogo Sun in THL ( “THL Shares”) to the shareholders of Tsogo Sun in the ratio of one
    THL Share for every Tsogo Sun share held, in terms of section 46 of the South African Companies
    Act, 71 of 2008, as amended ( “Companies Act”) and section 46 of the Income Tax Act, 58 of
    1962, as amended; and (ii) the listing of THL ( “Listing”) in the “Hotels” sector on the main board
    of the JSE.

    Tsogo Sun also proposes to change its name from “Tsogo Sun Holdings Limited” to “Tsogo Sun
    Gaming Limited” (with new JSE Share Code: “TSG” and new ISIN ZAE000273116) and to make
    consequent amendments to the memorandum of incorporation of Tsogo Sun (“MOI”). The change
    of name (and consequent amendments to the MOI) of Tsogo Sun requires the approval of
    Shareholders by way of a special resolution, in accordance with section 16(1)(c)(ii) of the
    Companies Act and the MOI, at a General Meeting.

2. Background to and rationale for the Transaction

    The Directors consider that it would be appropriate to change the name of Tsogo Sun from “Tsogo
    Sun Holdings Limited” to “Tsogo Sun Gaming Limited” and to change the name of “Southern Sun
    Hotels Proprietary Limited” to “Tsogo Sun Hotels Limited” in order to differentiate the companies in
    the market and to reflect their respective business focus.

    The hotels division services a different customer base to the gaming division and is subject to
    different demand and risk profiles, particularly in the regulatory sphere. The Tsogo Sun board of
    directors is of the view that the separate listing of hotels and the unbundling of the shares of THL
    to Shareholders should unlock value for Shareholders.

    Shareholders are advised to refer to the Tsogo Sun circular dated Thursday, 23 May 2019 setting
    out details of the Name Change and changes to the MOI (”Circular”) and THL Pre-listing Statement
    dated Thursday, 23 May 2019 (”Pre-listing Statement”) for full details relating to the Listing and
    Unbundling.

3. Overview of THL

   THL owns, leases and manages hotels in South Africa as well as several sub-Saharan countries,
   the Seychelles and Abu Dhabi. The Tsogo Sun Group’s 59.2% interest in Hospitality Property Fund
   Limited (“HPF”) held by THL will remain owned and consolidated by THL. THL will also hold the
   Tsogo Sun Group’s minority investment in RBH Hotels UK Limited (“RBH”) and International Hotel
   Properties Limited (“IHPL”), based in the United Kingdom. The hotels that have been developed as
   part of the various casino complexes owned by the Tsogo Sun Group will remain with Tsogo Sun
   but will be operated under a management agreement by THL.

   THL’s key investment highlights include:

    •    a fully integrated business model across the hotels and leisure industries;
    •    a leading position in South Africa and a selective international presence; and
    •    a defined growth trajectory through organic portfolio optimisation and innovation, as well as
         through well thought-out acquisitions in attractive geographies.

4. Notice of General Meeting and posting of the Circular and Pre-listing Statement

   The Circular will be posted to Shareholders on Thursday, 23 May 2019 and will contain the relevant
   notice to convene the General Meeting to be held at 10:00 on Monday, 24 June 2019 at Tsogo
   Sun’s Head Office, Main Boardroom, Ground Floor, Palazzo Towers East, Montecasino Boulevard,
   Fourways, South Africa for the purpose of considering and, if deemed fit, passing with or without
   modification, the relevant resolutions required to implement the amendments to the MOI and the
   change of name of Tsogo Sun.

5. Salient dates and times

   5.1 The salient dates and times in relation to the General Meeting, amendments to the MOI and
       the Change of Name are as follows:

                                                                                                     2019

Notice record date, being the date on which a Shareholder must be registered in
the register in order to be eligible to receive the notice of General Meeting                Friday, 17 May

Announcement regarding the Change of Name and posting of this Circular
published on SENS, on                                                                      Thursday, 23 May

Circular posted to Shareholders, on                                                        Thursday, 23 May

Announcement regarding the Change of Name and posting of this Circular
published in the press, on                                                                   Friday, 24 May

Last day to trade Tsogo shares in order to be eligible to vote at the General
Meeting (see note 2 below), on                                                             Tuesday, 11 June

General Meeting record date, being the date on which a Shareholder must be
registered in the register in order to be eligible to attend, participate in and vote at
the General Meeting, on                                                                      Friday, 14 June

Written notice to participate electronically in the General Meeting to be delivered
to Tsogo Sun’s offices (marked for the attention of the Company Secretary) by
10:00, on                                                                                    Friday, 14 June

Proxy Forms to be lodged with the Transfer Secretaries, Link Market Services
South Africa, as soon as possible for administrative purposes only, (preferably by
10:00), but in any event before the proxy exercises any rights of the Shareholder
appointing the proxy at the General Meeting (or can be handed to the Chairperson
immediately preceding the commencement of the General Meeting), on                           Friday, 21 June
 General Meeting held at Tsogo Sun’s head office, main boardroom, ground floor,
 Palazzo Towers East, Montecasino Boulevard, Fourways, South Africa, at 10:00,
 on                                                                                                      Monday, 24 June

 Results of the General Meeting published on SENS, on                                                    Monday, 24 June

 Results of General Meeting published in the press, on                                                  Tuesday, 25 June

 Change of Name special resolution lodged with CIPC for registration, on                            Wednesday, 26 June

 Expected date of CIPC registration of Change of Name special resolution                                    Friday, 26 July

 Expected date of release on SENS of the finalisation announcement in respect of
 the Change of Name by 11:00, on                                                                          Monday, 29 July

 Expected last day to trade prior to the Change of Name                                                 Monday, 5 August

 Expected listing of and trading in shares on the JSE under the new name “Tsogo
 Sun Gaming Limited”, under share code TSG and ISIN ZAE000273116, from the
 commencement of trade, on                                                                            Thursday, 8 August

 Expected record date for the Change of Name                                                          Thursday, 8 August

 Expected date that the accounts of Dematerialised Shareholders with their CSDPs
 or Brokers will be updated with the new name of Tsogo Sun                                            Thursday, 8 August

 Expected date that new share certificates, will be issued to Certificated
 Shareholders, posted by registered post, at their risk                                               Monday, 12 August

Notes:
1. Capitalised terms used in this section 5.1 bear the same meaning as the capitalised and defined terms used in the Circular.
2. The above dates and times are subject to amendment at the discretion of Tsogo. Any such amendment will be released on
    SENS and published in the South African press.
3. Shareholders should note that as transactions in Tsogo Shares are settled in the electronic settlement system used by
    Strate, settlement of trades takes place three Business Days after such trade. Therefore, Shareholders who acquire Tsogo
    Shares after close of trade on Tuesday, 11 June 2019, will not be eligible to vote on the Resolutions.
4. All dates and times indicated above are South African Standard Times
5. If the General Meeting is adjourned or postponed, Proxy Forms submitted in respect of the General Meeting will remain
    valid in respect of any adjournment or postponement thereof.
6. Shareholders may not dematerialise or rematerialise their Tsogo Shares after the last day to trade in respect of the Change
    of Name.
7. Copies of the Circular may be obtained during normal business hours from Thursday, 23 May 2019 until Monday, 24 June
    2019 (both days inclusive) from Tsogo Sun’s registered office at Palazzo Towers East, Montecasino Boulevard, Fourways,
    Johannesburg and will furthermore be available on the Tsogo Sun and THL websites at
    www.tsogosun.com/gaming/investors and www.tsogosun.com/investors, respectively from 10:00 on Thursday, 23 May
    2019.

     5.2 The salient dates and times in relation to the Listing and the Unbundling are as follows:
                                                                                                                                2019


 Abridged Pre-listing Statement published on SENS, on                                                           Thursday, 23 May
 Pre-listing Statement made available on THL’s website at
 www.tsogosun.com/investors, on                                                                                 Thursday, 23 May
 Pre-listing Statement posted to Tsogo Sun Shareholders, on                                                       Monday, 27 May
 Publication of finalisation information, on                                                                      Tuesday, 4 June
 Last day for certificated Tsogo Sun Shareholders to appoint a CSDP in order to
 receive the THL Shares pursuant to the Unbundling on the Settlement Date                                        Monday, 10 June

 Last day to trade for Tsogo Sun Shareholders to be entitled to participate in the
 Unbundling                                                                                                     Tuesday, 11 June
 Listing of THL Shares on the JSE under the share code TGO and ISIN
 ZAE000272522 expected at commencement of trade, on                                                          Wednesday, 12 June
 Tsogo Sun Shares commence trading “ex” their entitlement to THL Shares, on                                  Wednesday, 12 June
 Details of apportionment ratio released on SENS, on                                                             Thursday, 13 June
 Record Date for the Unbundling and issue of share certificates to Certificated                                      Friday, 14 June
 Shareholders
 Accounts at CSDPs/Brokers updated on (Settlement Date)                                                           Tuesday, 18 June

Notes:
1. Capitalised terms used in this section 5.2 bear the same meaning as the capitalised and defined terms used in the Pre-
    listing Statement.
2. These dates and times are subject to change. Any material changes to the above dates will be released on SENS and
    published in the South African press.
3. All times shown in this Pre-listing Statement are South African times.
4. Tsogo Sun Shares may not be Dematerialised or rematerialised between Wednesday, 12 June 2019 and Friday, 14 June
    2019, both days inclusive.
5. Tsogo Sun Shareholders who trade Tsogo Sun Shares from Wednesday, 12 June 2019, trade “ex” their entitlement to THL
    Shares.
6. All Certificated Shareholders must appoint a CSDP under the terms of the Financial Markets Act, directly or through a Broker,
    by no later than Monday, 10 June 2019 to receive THL Shares pursuant to the Unbundling on the Settlement Date.
7. Copies of the Pre-listing Statement may be obtained during normal business hours from Friday, 24 May 2019 from THL’s
    registered office at Palazzo Towers East, Montecasino Boulevard, Fourways, Johannesburg and from the offices of the
    Financial advisor and transaction sponsor, The Standard Bank of South Africa Limited, at 30 Baker Street, Rosebank,
    Johannesburg. Copies of the Pre-listing Statement will furthermore be available on the Tsogo Sun and THL websites at
    www.tsogosun.com/gaming/investors and www.tsogosun.com/investors, respectively from 10:00 on Thursday, 23 May
    2019.

6. Foreign Shareholders

     The Unbundling is governed by the laws of South Africa and is subject to applicable South African
     laws and regulations, including the Exchange Control Regulations. Any Tsogo Sun ordinary
     shareholder who is in doubt as to his position with respect to the Unbundling in any jurisdiction,
     including, without limitation, his tax status, should consult an appropriate independent professional
     advisor in the relevant jurisdiction without delay.

     The Unbundling and distribution of THL Shares is being conducted under the procedural
     requirements and disclosure standards of South Africa which may be different from those applicable
     in other jurisdictions.

     No action has been taken by Tsogo Sun or THL to obtain any approval, authorisation or exemption
     to permit the distribution of the THL Shares or the possession or distribution of the Pre-listing
     Statement (or any other publicity material relating to the THL Shares) in any jurisdictions other than
     South Africa.

     The following summary (which is not and is not intended to be, exhaustive) describes the
     restrictions applicable to Shareholders in terms of the Unbundling who have registered addresses
     outside South Africa and/or who are nationals, citizens or residents of countries other than South
     Africa (“Foreign Shareholders”) or who are persons (including, without limitation, custodians,
     nominees and trustees) who have a contractual or legal obligation to forward the Pre-listing
     Statement to a jurisdiction outside South Africa, or who hold Tsogo Sun Shares for the account or
     benefit of any such Foreign Shareholder and will therefore hold Shares in a similar manner and
     hence may have an impact on Tsogo Sun Shareholders.

     The Unbundling will be implemented as a pro rata distribution in specie for no consideration in the
     ratio of one THL Share for every Tsogo Sun Share held, to all Tsogo Sun Shareholders recorded
     as such in the register of Tsogo Sun at the close of business on the record date for the Unbundling,
     being Friday, 14 June 2019.

     The distribution of THL Shares to Foreign Shareholders in terms of the Unbundling may be affected
     by the laws of such Foreign Shareholders’ relevant jurisdiction. Foreign Shareholders should
     consult their professional advisers as to whether they require any governmental or other consent
     or need to observe any other laws, requirements or formalities to receive or access the Pre-listing
     Statement and/or enable them to receive the Pre-listing Statement and/or take up their entitlements
     and/or have THL Shares transferred to them in terms of the Unbundling.

     It is the responsibility of any Foreign Shareholder (including, without limitation, nominees, agents
     and trustees for such persons) wishing to receive the Pre-listing Statement and/or take up their
     entitlement to THL Shares and/or have THL Shares transferred to them in terms of the Unbundling
     to satisfy themselves as to the full observance of the applicable laws of any relevant territory,
    including obtaining any requisite governmental or other consents, observing any other requisite
    laws, requirements or formalities and paying any issue, transfer or other taxes due in such
    territories.

    Accordingly, persons (including, without limitation, nominees, agents and trustees) receiving the
    Pre-listing Statement should not distribute or send the same to any person in, or citizen or resident
    of, or otherwise into any jurisdiction where to do so would or might contravene applicable law or
    regulation including local securities laws or regulations. Any person who does distribute the
    Pre-listing Statement into any such territory (whether under a contractual or legal obligation or
    otherwise) should draw the recipient’s attention to the contents of this paragraph.

    Tsogo Sun reserves the right, but shall not be obliged, to treat as invalid any distribution or transfer
    (or proposed distribution or transfer) of THL Shares in terms of the Unbundling, which appears to
    Tsogo Sun or its agents to have been executed, effected or dispatched in a manner which may
    involve a breach of the securities laws or regulations of any jurisdiction, or if Tsogo Sun believes
    (in its discretion) or its agents believe that the same may violate applicable legal or regulatory
    requirements, or if Tsogo Sun believes (in its discretion) that it is prohibited or unduly onerous or
    impractical to distribute or transfer the THL Shares to such Foreign Shareholder in terms of the
    Unbundling. If a Foreign Shareholder is of the view that the distribution or transfer of THL Shares
    in terms of the Unbundling to such Foreign Shareholder may involve a breach of the securities laws
    or regulations or violate applicable legal or regulatory requirements, such Foreign Shareholder must
    as soon as reasonably practicable notify Tsogo Sun of such fact or circumstance.

    Tsogo Sun shall be entitled (in its discretion), including in either of the aforementioned instances,
    to do all things necessary or desirable to ensure compliance with applicable law and/or regulation
    including selling THL Shares that would otherwise have been transferred to the Foreign
    Shareholder under the Unbundling on their behalf and at their risk, with the net proceeds of such
    sale (after deduction of any applicable taxes, withholdings or costs) to be paid to the Foreign
    Shareholder. In this regard, the THL Shares may be aggregated and disposed of on the JSE in an
    orderly manner by the Standard Bank Securities on behalf of and for the benefit of such Overseas
    Shareholders as soon as is reasonably practical after the implementation of the Unbundling at the
    best price that can reasonably be obtained at the time of sale.

    Foreign Shareholders are referred to the Pre-listing Statement for further detail regarding treatment
    of Foreign Shareholders in connection with the Unbundling and Listing.

Johannesburg
23 May 2019

Corporate advisor and transaction sponsor
The Standard Bank of South Africa Limited

Corporate law advisors
Taback and Associates Proprietary Limited

DISCLAIMER

Nothing in this announcement constitutes (or forms part of) any offer for the sale of, or solicitation of
any offer to purchase or subscribe for, any securities of Tsogo Sun or THL in any jurisdiction.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted
by law and therefore persons in any such jurisdictions into which this announcement is released,
published or distributed should inform themselves about and observe such restrictions. Failure to
comply with the applicable restrictions may constitute a violation of the securities laws of any such
jurisdiction.

Date: 23/05/2019 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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