Tiso Blackstar Group SE Update on conditional disposal of interest in KTH (9562I)
March 26 2018 - 11:30AM
UK Regulatory
TIDMTBGR
RNS Number : 9562I
Tiso Blackstar Group SE
26 March 2018
Tiso Blackstar Group SE
(Incorporated in England and Wales)
(Company number SE 110)
(registered as an external company with limited liability in the
Republic of South Africa under registration number
2011/008274/10)
LSE Ticker: TBGR
JSE share code: TBG
ISIN: GB00BF37LF46
("Tiso Blackstar" or the "Company" or the "Group")
Update on conditional disposal of 22.9% interest in Kagiso Tiso
Holdings Proprietary Limited ("KTH")
Shareholders of Tiso Blackstar ("Shareholders") are referred to
the announcement dated 6 July 2017, in terms of which the Company
advised Shareholders that it had signed a share purchase agreement
(the "Initial SPA") with KTH and Kagiso Trust Strategic Investments
Proprietary Limited ("Kagiso") whereby Kagiso had conditionally
agreed to purchase the Group's entire shareholding of 213,235
ordinary shares in KTH, constituting 22.9% of KTH's issued ordinary
share capital (excluding treasury shares), held through its wholly
owned subsidiary Tiso Blackstar Holdings SE ("TBH"), (the "Intended
KTH Disposal").
In March 2018, KTH commenced negotiations with Tiso Blackstar on
the basis that the Intended KTH Disposal could no longer be
completed due to adverse market conditions in the latter half of
2017 which resulted in a decline in the KTH portfolio valuation and
it was therefore not in the best interests of KTH to continue with
the full quantum of the buy-back.
In the circumstances, all parties concerned agreed to terminate
the Initial SPA and pursue a transaction which would realise value
for Tiso Blackstar, which is expected to be achieved in phases (the
"Revised KTH Disposal").
Phase one of the Revised KTH Disposal has resulted in the
Company signing a new share purchase agreement with KTH and Kagiso,
on 23 March 2018, whereby Kagiso has agreed to purchase 33,645
ordinary shares in KTH from TBH, constituting 3.61% of KTH's issued
ordinary share capital (excluding treasury shares), for a cash
purchase price of ZAR197.9 million. The majority of the proceeds
will be applied to repay Tiso Blackstar's term debt, which as at 30
June 2017 amounted to ZAR407.2 million.
The proceeds are expected to be received by the Group by 30
April 2018, subject to certain suspensive conditions, yet to be
completed by KTH, including, inter alia:
a) various internal approvals to be obtained within KTH to
enable it to make a payment in cash to TBH;
b) KTH shareholders' waiver of pre-emptive rights; and
c) other KTH shareholder approvals, as applicable.
Following the implementation of the Revised KTH Disposal, TBH's
effective interest will be 20.01% of the issued ordinary shares of
KTH (excluding treasury shares). Despite the cancellation of the
Intended KTH Disposal, the remaining interest in KTH will continue
to be classified as a non-current asset held for sale, as Tiso
Blackstar management are committed to a plan to sell. As part of
phase two of the Revised KTH Disposal, negotiations are currently
underway, to successfully realise this investment which has been
identified as non-core to the Group.
In light of the events as detailed above, the special dividend
of ZAR40.0 million, which was conditional upon implementation of
the Intended KTH Disposal, will be reconsidered as part of phase
two of the Revised KTH Disposal.
KTH is a leading black owned diversified investment holding
company with investments in a broad range of sectors including
media, insurance and services. As at 30 June 2017, the KTH
investment was carried in Tiso Blackstar's accounts at its
estimated fair value less cost to sell of ZAR1.5 billion and
separately disclosed as a non-current asset held for sale. During
the year ended 30 June 2017, pre-tax dividends amounting to ZAR13.2
million and directors fees' of ZAR1.1 million were received from
KTH, and a fair value loss of ZAR20 million was recognised on
remeasurement of the investment to its fair value less costs to
sell.
In terms of the JSE Limited Listings Requirements, the Revised
KTH Disposal is considered to be a category 2 transaction.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
London
26 March 2018
For further information, please contact:
Tiso Blackstar Group +44(0) 20
SE Leanna Isaac 78876017
Northland Capital Partners Tom Price / Jamie +44(0) 20
Limited Spotswood 3861 6625
+27(0) 11
JSE Sponsor: One Capital Sholto Simpson 550 5000
---------------------------- ------------------- -----------
This information is provided by RNS
The company news service from the London Stock Exchange
END
DISEADDKADDPEFF
(END) Dow Jones Newswires
March 26, 2018 11:30 ET (15:30 GMT)
Tiso Blackstar (LSE:TBGR)
Historical Stock Chart
From May 2024 to Jun 2024
Tiso Blackstar (LSE:TBGR)
Historical Stock Chart
From Jun 2023 to Jun 2024