Tsogo Sun Gaming (JSE:TSG) News - Small Related Party transactions concluded with Tsogo Sun Hotels Limited and its Subsidiaries

Tsogo Sun Gaming Limited
Incorporated in the Republic of South Africa
Registration number 1989/002108/06
Share Code: TSG ISIN: ZAE000273116
(“Tsogo Sun Gaming” or “TSG” or “the Company”)



SMALL RELATED PARTY TRANSACTIONS CONCLUDED WITH TSOGO SUN HOTELS LIMITED AND ITS SUBSIDIARIES


1.   INTRODUCTION

     Shareholders are referred to the announcement published on SENS on 26 May 2022 (“SENS announcement”)
     relating to the Separation Transaction concluded between the Company, various subsidiaries of the Company,
     Tsogo Sun Hotels Limited (“TSH”) and its wholly owned subsidiary, Southern Sun Hotel Interests Proprietary
     Limited (“SSHI”), and the Hotel Sale Transaction concluded between the Company and its wholly-owned
     subsidiaries, Listed Investments Proprietary Limited and Tsogo Sun Casinos Proprietary Limited with HPF Properties
     Proprietary Limited, TSH and SSHI. The Separation Transaction and the Hotel Sale Transaction are collectively
     hereafter referred to as the “Proposed Transactions”.

2.   FAIRNESS OPINION

     2.1.   As indicated in the SENS announcement, the Proposed Transactions constitute “small related party
            transactions” in terms of section 10.7 of the JSE Listings Requirements. Small related party transactions are
            not subject to shareholder approval provided that the issuer has informed the JSE in writing of the details of
            the transaction and provided the JSE with written confirmation by an independent professional expert
            acceptable to the JSE that the terms of the proposed transaction with the related party are fair as far as the
            shareholders of the issuer are concerned.
     2.2.   The Company appointed Valeo Capital Proprietary Limited (“Valeo”), an independent professional expert
            acceptable to the JSE, to provide its directors with an independent professional expert’s opinion regarding
            the fairness of the Proposed Transactions as required in terms of the JSE Listings Requirements.
     2.3.   Written confirmation has been received from Valeo that the terms of the Proposed Transactions are fair as
            far as the shareholders of the Company are concerned (“Fairness Opinion”). The Fairness Opinion will lie for
            inspection at the Company’s registered office (Palazzo Towers East, Montecasino Boulevard, Fourways,
            2055) for a period of 28 days from the date of this announcement.
     2.4.   The terms of the Proposed Transactions and Fairness Opinion have been considered and approved by the
            non-conflicted directors of the Company.


Fourways
25 July 2022

Sponsor: Investec Bank Limited

Legal advisor: ENSafrica

Date: 25-07-2022 05:40:00
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