| Tue 1 Nov 2011, 11:53 | | TSH - Tsogo Sun Holdings Limited - Trading statement |
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TSH
TSH
TSH - Tsogo Sun Holdings Limited - Trading statement
Tsogo Sun Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1989/002108/06)
Share code: TSH
ISIN: ZAE000156238
("Tsogo Sun" or "the Company" or "the Tsogo Group")
TRADING STATEMENT
Tsogo Sun is scheduled to release its financial results for the six-month
period to 30 September 2011 on or about 17 November 2011. In terms of the
JSE Limited Listings Requirements, Companies are required to publish a
trading statement as soon as they are satisfied that a reasonable degree
of certainty exists that the financial results for the period to be
reported upon next will differ by at least 20% from those of the prior
comparative period.
In line with year-end, the Company intends publishing earnings per share
("EPS"), headline earnings per share ("HEPS") and adjusted headline
earnings per share ("Adjusted HEPS") as well as earnings before interest,
income tax, depreciation, amortisation, property rentals, long term
incentives and exceptional items ("EBITDAR") for the six months ended 30
September 2011 and for the prior corresponding reporting period. The
Company is of the opinion that the publication of Adjusted HEPS and
EBITDAR will assist the understanding of trading results.
As previously reported, the merger of Tsogo Sun Holdings (Pty) Limited
("TSH (Pty) Ltd") and Gold Reef Resorts Limited ("Gold Reef") and the
effective reverse listing of the Tsogo Group via the acquisition by Gold
Reef of the entire issued share capital of TSH (Pty) Ltd through the
issue of new shares ("the consideration shares") to Tsogo Investment
Holding Company (Pty) Limited ("TIH") and SABSA Holdings (Pty) Limited
("SABSA") was concluded on 24 February 2011.
In terms of IFRS 3 - Business Combinations (Revised), the transaction is
a reverse acquisition as the shareholders of TSH (Pty) Ltd become the
majority shareholders of Gold Reef. Accordingly, TSH (Pty) Ltd is treated
as the acquirer for accounting purposes, whilst Gold Reef is the legal
acquirer and remains the listed entity. Shareholder approval was obtained
to rename Gold Reef to Tsogo Sun Holdings Limited at the Annual General
Meeting held on 15 June 2011 and the effective date of the name change
occurred on 5 August 2011.
Tsogo Sun`s financial results for the six-month period to 30 September
2011 will represent six months of trading for the combined group. The
comparative information for the prior period will represent the
consolidated results of TSH (Pty) Ltd excluding Gold Reef for the six-
month period to 30 September 2010. Accordingly, shareholders are advised
that EBITDAR is expected to be 32% to 36% higher than the prior
comparative period. Similarly, consolidated net profit after taxation and
headline earnings for the six-month period to 30 September 2011 are
expected to be 21% to 25% higher than the prior comparative period.
In determining the closing and weighted average number of shares for the
period under review and the prior comparative period, the group has used
the consideration shares as the appropriate number of shares for
calculating the EPS, HEPS and Adjusted HEPS for TSH (Pty) Ltd and the
actual shares in issue post the issue of the consideration shares,
excluding treasury shares for the combined group.
As a result of the higher weighted average number of shares in issue as
at 30 September 2011, shareholders are advised that EPS and HEPS are
expected to be similar to the prior comparative period. Adjusted HEPS is
expected to be 2% to 6% lower than the prior comparative period due to
the impact of the 2010 FIFA World Cup and an absence of Secondary Tax on
Companies ("STC") charge in the prior period and the higher than normal
STC charge in the current period.
The financial information on which this trading statement is based has
not been reviewed or reported on by the external auditors of Tsogo Sun.
Johannesburg
1 November 2011
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Date: 01/11/2011 11:53:01 Produced by the JSE SENS Department.
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