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FURTHER ANNOUNCEMENT ON THE RESTRUCTURE OF HCI’s GAMING BUSINESSES

14 Mar Uncategorized

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE (“SENS”) by HCI on 14 December 2016 (“Initial Announcement”), in which HCI announced its intention to consolidate its gaming interests under Tsogo Sun Holdings Limited (“Tsogo”).

The consolidation of HCI’s gaming interests consisted of the sale by Niveus Investments Limited (“Niveus”) of all its interests in Vukani Gaming Corporation Proprietary Limited (“Vukani”) and Galaxy Gaming and Entertainment Proprietary Limited (“Galaxy”) and all their associated entities, trusts and businesses (collectively “Gameco”) to Tsogo (“Discontinued Transaction”).

Shareholders are hereby advised that Niveus and Tsogo have agreed that the Discontinued Transaction will no longer be implemented in the manner set out in the Initial Announcement. Niveus has elected to rather distribute its interest in the Gameco to its shareholders, pro rata to their shareholding in Niveus (“Unbundling”).

Shareholders are also advised that HCI and Tsogo have reached an in principle agreement, subject to conditions, regarding the terms upon which Tsogo will acquire HCI’s entire interest in Gameco post the Unbundling (“Tsogo Transaction”).

The Tsogo Transaction is a related party transaction for Tsogo and is subject to a number of conditions precedent and regulatory approvals, including a due diligence by Tsogo and a fair and reasonable report.

Shareholders are referred to the detailed SENS announcements by Niveus and Tsogo for further information.

Categorisation

This is a voluntary announcement as the size of the transaction is below the threshold of a category 2 transaction in terms of the JSE Listings Requirements.