Last Friday SAB Miller, one of the world's largest brewers, announced that all the conditions precedent relating to the merger of 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, have been fulfilled or waived (where appropriate). Accordingly, the transaction has become unconditional.

The closing of the transaction is expected to take place on 24 February 2011 and 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 under the new name Tsogo Sun Holding Limited.

The merger will create the premier gaming and hotel company in South Africa and will enable Gold Reef and Tsogo shareholders to benefit from the earnings, geographical and market segment diversification achieved through the exposure to the respective portfolios of assets and income streams of Gold Reef and Tsogo. Notwithstanding recent tough trading conditions, these businesses are well positioned to benefit from anticipated medium term improving economic conditions and increasing consumer spending across South Africa.

Following the implementation of the merger, which was originally announced on the Stock Exchange News Service of the JSE on 18 February 2010, Tsogo Sun will be South Africa's leading hotel, gaming and entertainment company and will consist of two divisions, namely Gaming and Hotels. Tsogo Sun's gaming operations will consist of 14 casinos represented in 6 of South Africa's provinces. It will have an interest in the following resorts:

• Montecasino, Gauteng (100.00%)
• Gold Reef City, Gauteng (100.00%)
• Silverstar Casino, Gauteng (100.00%)
• Suncoast Casino and Entertainment World, KwaZulu-Natal (73.50%)
• Mykonos Casino, Western Cape (70.36%)
• Golden Horse Casino, Kwa-Zulu Natal (100.00%)
• The Ridge Casino, Mpumalanga (100.00%)
• Emnotweni Casino, Mpumalanga (100.00%)
• Blackrock Casino, Kwa-Zulu Natal (100.00%)
• Goldfields Casino, Free State (100.00%)
• Caledon Casino, Western Cape (100.00%)
• Garden Route Casino, Western Cape (85.00%)
• Hemmingways Casino, Eastern Cape (80.00%)
• Queens Casino , Eastern Cape (25.10%)

Tsogo Sun also owns the Southern Sun hotels group, which was founded in 1969 with the Beverly Hills Hotel in Umhlanga, and has grown to be the largest hotel group in South Africa, with approximately 90 hotels and 14 438 rooms at the end of 2010. The Southern Sun Hotel group operates in all market segments from deluxe to budget, under a variety of brands including Southern Sun, Garden Court and StayEasy. Southern Sun is also the largest timeshare operator in South Africa. Internationally the group has expanded in Africa, Seychelles and the Middle East and continues to look for new investment opportunities in these regions. (E-02.21.11)

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