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Results of the General Meeting of the TSG Shareholders to Approve the Odd-Lot Offer
TSOGO SUN LIMITED
Incorporated in the Republic of South Africa
Registration number 1989/002108/06
(formerly “Tsogo Sun Gaming Limited”)
Share Code: TSG
ISIN: ZAE00273116
(“Tsogo Sun” or “the Company”)
RESULTS OF THE GENERAL MEETING OF TSG SHAREHOLDERS TO APPROVE THE ODD-LOT OFFER
INTRODUCTION
Words and expressions defined in this announcement shall, when used below, bear the same meanings ascribed to them
in the Circular distributed to shareholders on Tuesday, 18 July 2023 (“the Circular”).
Tsogo Sun shareholders are referred to the announcement published on SENS on Tuesday, 18 July 2023 confirming the
Board’s decision to proceed with an odd-lot offer to repurchase all the Tsogo Sun shares of shareholders holding less
than 100 Tsogo Sun shares, at an offer price per share (“the Offer Price”) calculated at a 5% premium to the 10-day
volume weighted average price of a Tsogo Sun ordinary share at the close of business on the day immediately prior to
the announcement of the finalisation of the Offer Price (which date is expected to be on Wednesday, 23 August 2023).
Implementation of the proposed Odd-lot Offer is subject to the requisite Tsogo Sun shareholder approvals being
obtained.
GENERAL MEETING
A General Meeting of Tsogo Sun shareholders was held in accordance with the Notice of General Meeting distributed
to shareholders as part of the Circular, in the main boardroom at the offices of Tsogo Sun situated at Palazzo Towers
East, Montecasino Boulevard, Fourways, Johannesburg, 2055 on Wednesday, 16 August 2023 at 12h00 (SAST), for the
purposes of considering the implementation of the proposed Odd-lot Offer.
The total number of shares voted in person or by proxy at the General Meeting, including abstentions, was 945 203 335,
representing 90.50 % of the total number of Tsogo Sun shares in issue as at Friday, 4 August 2023, being the record date
for a Tsogo Sun shareholder to be recorded in the Register in order to be eligible to attend, participate and vote at the
General Meeting (“Voting Record Date”).
RESULTS OF GENERAL MEETING
The results of the voting at the General Meeting were as follows:
SHARES
SHARES VOTED ABSTAINED
RESOLUTION
% FOR** % AGAINST** NUMBER %* %*
Special Resolution Number 1 99.97 % 0.03 % 945 081 514 90.49 % 0.01 %
Specific authority to repurchase
Shares from the Odd-lot Holders
Ordinary Resolution Number 1 99.97 % 0.03 % 944 581 075 90.44 % 0.06 %
Authority to make and implement
the Odd-lot Offer to those who do
not make an election, including
specifically the authority to
repurchase the Odd-lot Holdings of
the Odd-lot Holders who do not
make an election
Ordinary Resolution Number 2 99.97% 0.03% 945 081 514 90.49 % 0.01 %
Authority of Directors and/or the
company secretary
Footnotes:
* Expressed as a percentage of the total 1 044 405 667 Tsogo Sun shares in issue as at the Voting Record Date.
** Expressed as a percentage of the Tsogo Sun shares voted at the General Meeting
Based on the above voting results, all the resolutions tabled at the General Meeting were passed by the requisite majority of
votes cast by the Tsogo Sun shareholders, and accordingly, Tsogo Sun will proceed to implement the Odd-lot Offer in
accordance with the timelines set out below:
SALIENT DATES AND TIMES:
2023
Odd-lot Offer opens at 09h00 on Thursday, 17 August
Finalisation announcement (including the Offer Price) released on SENS on or before Thursday, 24 August
Last day to trade to participate in the Odd-lot Offer on Tuesday, 5 September
Shares commence trading ‘ex’ the Odd-lot Offer on Wednesday, 6 September
Form of Election and Surrender (blue) to be received by the Transfer Secretaries by
12h00 on Friday, 8 September
Odd-lot Offer Record Date on Friday, 8 September
Odd-lot Offer closes at 12h00 on Friday, 8 September
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer, or who have
made no election and are deemed to have accepted the Odd-lot Offer, will have their
accounts held at their CSDP or Broker credited with their Odd-lot Consideration on Monday, 11 September
Payment of the Odd-lot Consideration due to Certificated Odd-lot Holders who have
accepted the Odd-lot Offer, or who have made no election and are deemed to have
accepted the Odd-lot Offer, to be made from Monday, 11 September
Results of the Odd-lot Offer released on SENS on Monday, 11 September
Cancellation and termination of the listing of the Tsogo Sun Shares repurchased in
terms of the Odd-lot Offer expected on or about Tuesday, 12 September
Notes:
1. The above dates and times are subject to amendment by the Company. Any such amendments of the dates and times will be
released on SENS, to the extent required.
2. All dates and times above are South African Standard Time (SAST).
3. Dematerialised Odd-lot Holders MUST notify their duly appointed CSDP or Broker of their election to sell or to retain their
Odd-lot Holdings by the cut-off date and time stipulated by their CSDP or Broker. This will be before the closing date and
time of the Odd-lot Offer.
4. Odd-lot Holders may not dematerialise or rematerialise their Tsogo Sun shares from the last day to trade to participate in the
Odd-lot Offer, and the Odd-lot Offer Record Date, being from Tuesday, 5 September 2023 to Friday, 8 September 2023, both
dates inclusive.
5. In the case of Certificated Odd-lot Holders who elect to sell their Odd-lot Holdings to the Company for the Odd-lot Consideration,
payment will be made by EFT into the bank accounts of such Certificated Odd-lot Holders as provided on the Form of Election
and Surrender (blue) on or about Monday, 11 September 2023.
6. Odd-lot Holders who are non-residents of the Common Monetary Area and who have never resided in the Common Monetary
Area, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively
endorsed under the Exchange Control Regulations, and who decide to sell their Odd-lot Holdings for the Odd-lot Consideration,
are referred to paragraph 8.3 of the Circular regarding processing and payment of the Odd-lot Consideration.
ACTION REQUIRED BY ODD-LOT HOLDERS
Odd-lot Holders can elect to retain their Odd-lot Holdings or to sell their Odd-lot Holdings at the Offer Price.
If you are an Odd-lot Holder and you wish to retain the Tsogo Sun shares comprising your Odd-lot Holding, you MUST
specifically make an election to do so. Odd-lot Holders who do not make a valid election in accordance with the
instructions in the Circular will automatically be regarded as having accepted the Odd-lot Offer in respect of their
Odd-lot Holding and having chosen to sell their Tsogo Sun Shares comprising such Odd-lot Holding to the Company,
and to receive the Odd-lot Consideration (being the number of Tsogo Sun shares comprising their Odd-lot Holding,
multiplied by the Offer Price) in respect thereof.
Fourways
16 August 2023
Equity Sponsor Legal Advisor
Investec Bank Limited White & Case Inc
Date: 16-08-2023 01:30:00
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