| Thu 18 Feb 2010, 10:08 | | SAB - SABMiller Plc - SABMiller announces hotels and gaming merger in South |
|
SAB
SOSAB
SAB - SABMiller Plc - SABMiller announces hotels and gaming merger in South
Africa
SABMiller Plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB000483583
18 February 2010
SABMiller announces hotels and gaming merger in South Africa
SABMiller plc announces that it has agreed to merge Tsogo Sun, its South African
hotels and gaming associate, with Gold Reef Resorts Limited, a Johannesburg
Stock Exchange listed business with premier gaming assets in five of South
Africa`s provinces, through an all-share merger.
The transaction will be effected through the acquisition by Gold Reef of the
entire issued share capital of Tsogo Sun in exchange for the issue of new shares
in Gold Reef. SABMiller will exchange its 49% interest in Tsogo Sun for a 39.7%
interest in the enlarged Gold Reef/Tsogo Sun business, which will continue to be
listed on the JSE with an expected market capitalisation of approximately ZAR 21
billion (USD 2.7 billion).
The merger will create not only a premier gaming and hotels company in South
Africa but a business of significant scale ranking amongst the largest listed
gaming groups in the EMEA area (Europe, Middle East and Africa). The enlarged
business will have an improved ability to attract new talent and resources and
to capture opportunities that present themselves in the local and international
gaming and hotel sectors, both in terms of organic growth and acquisition. It is
estimated that the enlarged group will be the 36th largest company on the JSE,
and the largest hotel and gaming company amongst its listed EMEA peers by market
capitalisation as at Friday 29 January 2010.
SABMiller will benefit from the diversification of the enlarged group`s
earnings, geographies and market segments through exposure to a more diversified
portfolio of assets and income streams. The enlarged group will be well
positioned to benefit from improving economic conditions and increasing consumer
spending across various regions in South Africa, and from improved access to
additional sources of capital, including a greater presence and profile in the
equity markets, and the South African bank loan and debt capital markets. A
strengthened balance sheet with low debt levels and high cash generation, along
with the benefits of diversification, will also facilitate further growth.
Commenting on the transaction, Graham Mackay, Chief Executive of SABMiller said:
"In 2002, we facilitated a landmark Black Economic Empowerment transaction by
transferring our existing gaming and hotel assets into Tsogo Sun. We have been
very satisfied with the development of our partnership with Tsogo Investments
since then, and we are very pleased today to see it enter a new phase with this
value accretive transaction, which has our full support."
Completion of the merger is subject to customary conditions precedent, including
the passing of all requisite resolutions to approve the merger by the
shareholders of Gold Reef and by the shareholders of Hosken Consolidated
Investments Limited (the indirect owner of 51% of Tsogo Sun); the South African
Securities Regulation Panel dispensing with the obligation on SABMiller and
Hosken to make a mandatory offer for Gold Reef under the South African
Securities Regulation Code on Takeovers and Mergers; the approval of the JSE for
the listing of the new Gold Reef shares; consents from Tsogo Sun`s and Gold
Reef`s lending banks; and all applicable regulatory and statutory approvals
having been obtained from, amongst others, the South African competition
authorities and relevant South African gambling boards.
Ends
Notes to editors:
About SABMiller plc
SABMiller is one of the world`s largest brewers with brewing interests and
distribution agreements across six continents. The group`s wide portfolio of
brands includes premium international beers such as Grolsch, Miller Genuine
Draft, Peroni Nastro Azzurro and Pilsner Urquell, as well as market-leading
local brands such as Aguila, Castle, Miller Lite, Snow and Tyskie. SABMiller is
also one of the largest bottlers of Coca-Cola products in the world.
In the year ended 31 March 2009, the group reported US$3,405 million in adjusted
pre-tax profit and group revenue of US$25,302 million. SABMiller is listed on
the London and Johannesburg stock exchanges.
About Tsogo Sun
Tsogo Sun is a hotel, gaming and entertainment company with operations
throughout Africa, the Middle East and the Seychelles. Tsogo Sun has interests
in the following gaming resorts in South Africa (with Tsogo Sun`s percentage
ownership indicated in brackets):
Montecasino, Gauteng (100.00%)
Suncoast Casino and Entertainment World,
KwaZulu-Natal (73.50%)
The Ridge Casino, Mpumalanga (100.00%)
Emnotweni Casino, Mpumalanga (100.00%)
Hemmingways Casino, Eastern Cape (80.00%)
Caledon Casino, Western Cape (100.00%)
Century Casino Newcastle, KwaZulu-Natal (100.00%)
Tsogo Sun also owns the Southern Sun hotels group, which is one of the largest
hotel groups in South Africa and is also one of the largest timeshare operators
in South Africa. By the end of 2010, the Tsogo Sun Group expects to operate 90
hotels with 14,438 rooms in 9 countries across Africa and the Middle East.
Southern Sun is the only South African hotel group to operate across the deluxe
to budget segments of the hotel market with brands including Southern Sun,
Garden Court, Sun Square and Stayeasy.
For the six months ended 30 September 2009, Tsogo Sun generated revenue of R2.9
billion and earnings before interest, tax, depreciation, amortisation and
rentals (EBITDAR) of R1.1 billion.
In addition to the gaming assets described above, Tsogo Sun owns 24.9% of Gold
Reef, and controls 34.9% of the voting interest in Gold Reef pursuant to a
voting pool agreement entered into with certain Black Economic Empowerment
("BEE") Gold Reef shareholders.
About Gold Reef
Gold Reef is a JSE-listed gaming and entertainment with interests in the
following resorts around South Africa (with Gold Reef`s percentage ownership
indicated in brackets):
Gold Reef City Casino and Theme Park, Gauteng (100.00%)
Silverstar Casino, Gauteng (100.00%)
Golden Horse Casino, KwaZulu-Natal (100.00%)
Mykonos Casino, Western Cape (70.36%)
Garden Route Casino, Western Cape (85.00%)
Goldfields Casino, Free State (100.00%)
Queens Casino, Eastern Cape (25.10%)
Gold Reef generated R1.1 billion in revenue and R0.4 billion in earnings before
interest, tax, depreciation, amortisation and rentals ("EBITDAR") for the six
months ended 30 June 2009.
Gold Reef is listed on the securities exchange operated by JSE Limited ("JSE")
with a market capitalisation (excluding treasury shares) of R5.3 billion as at
Friday, 29 January 2010.
This announcement is available on the company website: www.sabmiller.com
High resolution images are available for the media to view and download free of
charge from the News and Media section of www.sabmiller.com or
www.newscast.co.uk
Contact
SABMiller Tel:+44
plc 2076590100
Sue Clark Director of Corporate Tel:+44
Affairs 2076590184
Gary Senior Vice President, Tel:+44
Leibowitz Investor Relations 2076590174
Nigel Head of Media Relations Tel:+44
Fairbrass 7799894265
This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire securities of SABMiller plc (the
"Company") or any of its affiliates in any jurisdiction or an inducement to
enter into investment activity.This announcement includes "forward-looking
statements". These statements may contain the words "anticipate", "believe",
"intend", "estimate", "expect" and words of similar meaning. All statements
other than statements of historical facts included in this announcement,
including, without limitation, those regarding the Company`s financial position,
business strategy, plans and objectives of management for future operations
(including development plans and objectives relating to the Company`s products
and services) are forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of the Company to be
materially different from future results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking statements
are based on numerous assumptions regarding the Company`s present and future
business strategies and the environment in which the Company will operate in the
future. These forward-looking statements speak only as at the date of this
announcement. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements contained
in this announcement to reflect any change in the Company`s expectations with
regard thereto or any change in events, conditions or circumstances on which any
such statement is based. Any information contained in this announcement on the
price at which the Company`s securities have been bought or sold in the past, or
on the yield on such securities, should not be relied upon as a guide to future
performance.
Date: 18/02/2010 10:08:03 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.
