TSOGO SUN HOLDINGS LIMITED – Announcement in relation to the Listing and Unbundling of Tsogo Sun Hotels Limited

2019/03/15 14:00:00
SENS announcement for JSE listed company: TSH

TSH 201903150037A
Announcement in relation to the Listing and Unbundling of Tsogo Sun Hotels Limited

(Incorporated in the Republic of South Africa)
(Registration No. 1989/002108/06)
JSE Share Code: TSH
ISIN: ZAE000156238
(‘Tsogo Sun’ )



1.1 The board of directors of Tsogo Sun (‘Board’) is pleased to announce that in order to
allow shareholders of Tsogo Sun (‘Shareholders’) to directly participate in the gaming
and hotel divisions of Tsogo Sun, it has resolved to restructure the Tsogo Sun Group’s
(‘Group’) hotel interests under one holding company, being THL, and to proceed with
the separation of Tsogo Sun and THL, culminating in the listing and unbundling of

1.2 Tsogo Sun proposes to implement the separation by listing THL on the main board of
the JSE Limited (‘JSE’) (the ‘Listing’), and the subsequent distribution in specie by
Tsogo Sun of its entire holding of THL shares to Shareholders, pro rata to their
respective holdings of Tsogo Sun ordinary shares (the ‘Unbundling’) (collectively the
‘Proposed Transaction’).

1.3 Subsequent to the successful implementation of the Proposed Transaction, Tsogo
Sun will comprise only of the gaming division, being casino and alternative gaming
operations. The intention is to change the name of Tsogo Sun from ‘Tsogo Sun
Holdings Limited’ to ‘Tsogo Sun Gaming Limited’ in due course.

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

1.5 The successful completion of the Proposed Transaction will be subject to, inter alia,
the fulfilment of suspensive conditions including, inter alia, approval by the relevant
regulatory authorities.


2.1 Following the acquisition by Tsogo Sun of a controlling interest in HPF, the hotel
division has reached critical mass. Given that the gaming and hotel divisions operate
in distinctly different markets and service different customers there are limited
opportunities to leverage synergies within the Group as a whole.

2.2 The separation of the Group into two focused entities will provide Shareholders with
greater investment choice and the ability to manage their exposure to gaming and
hotel operations respectively. It is also envisaged that the separate listing of THL will
provide Shareholders with transparent disclosure relating to the operations of the hotel
division and allow for the valuation of THL without discounting for gaming-related
regulatory risks.

2.3 Tsogo Sun and THL will enter into a shared services agreement which will govern the
continued availability of essential services currently provided by the Group and the
allocation of costs relating to shared service departments in order to ensure that the
separation of the gaming and hotel divisions does not result in the duplication of central
cost structures.


3.1 The composition of the board of directors of THL (‘THL Board’) will be set out in the
THL pre-listing statement (‘PLS’) as well as the abridged PLS announcement and will
include Mr Marcel von Aulock as Chief Executive Officer (‘CEO’) and Mrs Laurelle
McDonald as Chief Financial Officer (‘CFO’). Mrs McDonald is currently the Group
Corporate Finance Manager of Tsogo Sun and has been with Tsogo Sun for twelve

3.2 Mr John Copelyn will chair the THL Board and Mr Mohammed Ahmed is expected to
be appointed as lead independent director and Chairman of the Audit Committee of
THL, with the balance of the THL Board being comprised of a suitable combination of
non-executive and Independent non-executive directors.

3.3 As a consequence of HPF remaining a subsidiary of THL and concentrating primarily
on hotel investments, Mr Rob Nicolella will be stepping down as CEO of HPF
reassuming his previous position at Hosken Consolidated Investments Limited once
the Proposed Transaction is complete but will remain a non-executive director of HPF.
Mrs Mara De Lima, who has been the CFO of HPF for the past two years will be
appointed as CEO at that point. Mr Riaan Erasmus will be appointed to the board of
HPF as CFO to replace Mrs de Lima. Mr Erasmus has previously held the position of
Group Financial Manager at HPF and acting CFO prior to the takeover of HPF by
Tsogo Sun. The board of HPF will be reconstituted and Shareholders are referred to
the HPF announcement released on the Stock Exchange News Service of the JSE
today, for further details.

3.4 In terms of paragraph 3.59 of the Listings Requirements of the JSE, Tsogo Sun
announces the retirement of Mr Jacques Booysen as CEO and as a member of the
boards of directors of the Group companies, with effect from 30 June 2019. Mr
Booysen has served in various capacities within the management of Tsogo Sun for
some 12 years and has led the Group as CEO for the past two years. The Board
wishes Mr Booysen every success in the future and expresses its thanks for his
service to the Group.

3.5 The Board is pleased to advise that it has resolved to appoint Mr Chris du Toit as Chief
Executive Officer – Designate, effective 01 July 2019. Mr du Toit is a Chartered
Accountant (SA) and is presently the Chief Operations Officer – Alternative Gaming
and Chief Executive Officer – Galaxy Bingo (which latter position he has held for the
past 10 years). The Board congratulates Mr du Toit on his appointment.

3.6 Further changes that may be made to the Board as a result of the Proposed
Transaction will be announced once finalised.


4.1 The PLS for THL is expected to be released on or about 22 May 2019 with the Listing
of THL expected to occur on or about 11 June 2019. Shareholders will be kept
informed in this regard.


15 March 2019
Financial Advisor and Transaction Sponsor
The Standard Bank of South Africa Limited

Corporate Law Advisors to Tsogo
Taback and Associates Proprietary Limited

Investec Bank Limited

Date: 15/03/2019 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
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