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TIGER BRANDS LIMITED - Declaration and finalisation announcement regarding unbundling Oceana

Release Date: 05/04/2019 09:54
Code(s): TBS     PDF:  
 
Wrap Text
Declaration and finalisation announcement regarding unbundling Oceana

TIGER BRANDS LIMITED
"Tiger Brands" or "the Company"
(Incorporated in the Republic of South Africa) 
(Registration number 1944/017881/06)
Share code: TBS ISIN: ZAE000071080

DETAILED TERMS, DECLARATION AND FINALISATION ANNOUNCEMENT REGARDING THE UNBUNDLING BY WAY OF A DISTRIBUTION 
IN SPECIE OF TIGER BRANDS' ENTIRE REMAINING SHAREHOLDING IN OCEANA GROUP LIMITED TO TIGER BRANDS LIMITED 
SHAREHOLDERS ("the Announcement")

1.         Introduction
1.1        Shareholders of the Company ("Tiger Brands Shareholders") are referred to the Company's 2018 audited results
           announcement released on 22 November 2018 wherein the board of directors of Tiger Brands ("the Board") advised 
           Tiger Brands Shareholders that it had resolved to divest of the Company's entire interest in Oceana Group Limited 
           ("Oceana"), then equating to approximately 42.1% of the issued share capital of Oceana ("Oceana Shareholding"), 
           to be implemented by way of an unbundling.

1.2        The decision to unbundle the Oceana Shareholding followed the completion of a review by the Board and management
           of Tiger Brands of the Company's investment in Oceana, in line with the strategic review of Tiger Brands' core 
           business activities undertaken and completed during the 2017 financial year.

1.3        On 24 January 2019, Tiger Brands advised Tiger Brands Shareholders that it had received and accepted a
           conditional binding offer from Brimstone Investment Corporation Limited ("Brimstone") to acquire 8,000,000 
           shares in Oceana (representing approximately 14.0% of Tiger Brands' shareholding in Oceana or 5.9% of the 
           issued share capital of Oceana) ("Brimstone Sale"). Brimstone is a black controlled and managed investment 
           company incorporated and domiciled in the Republic of South Africa ("South Africa") and is an existing shareholder
           in Oceana. Through the Brimstone Sale, Brimstone's interest in Oceana increases from approximately 16.98% to 
           22.88%, further strengthening Oceana's broad-based black economic empowerment ("B-BBEE") ownership profile.
           
1.4        The Brimstone Sale was concluded on 20 March 2019. The total sale consideration amounted to R581 million, giving
           rise to a capital profit of R262 million after tax.

1.5        Following the completion of the Brimstone Sale, the Board is proceeding with the unbundling of the remaining
           Oceana Shareholding to Tiger Brands Shareholders.

2.         Declaration and Guidance for Tiger Brands Shareholders
2.1        On 3 April 2019, the Board formally approved the unbundling of the remaining 49,104,774 shares that the Company
           holds in Oceana (equating to approximately 36.2% of the issued share capital of Oceana) ("the Unbundled Shares") 
           by way of a distribution in specie in terms of the Company's memorandum of incorporation ("MOI"), section 46(1)
           (a)(ii) of the South African Companies Act, No. 71 of 2008 ("Companies Act") and section 46 of the South 
           African Income Tax Act, No. 58 of 1962 ("Income Tax Act") ("the Unbundling").

2.2        In terms of clause 34 of the MOI and paragraph 5.85(b) of the JSE Listings Requirements pertaining to the 
           unbundling of shares, shareholder approval is not required to implement the Unbundling. In addition, the 
           Unbundling does not constitute a disposal in terms of section 112 of the Companies Act. Accordingly, Tiger
           Brands Shareholders are not required to vote on the Unbundling. 

2.3        The implementation of the Unbundling is not subject to the fulfilment or waiver of any suspensive conditions. 

2.4        Accordingly, Tiger Brands Shareholders are advised that all the necessary authorities and approvals are 
           in place to proceed with the Unbundling on the terms set out in this Announcement and in accordance with 
           the timetable set out in paragraph 5 below. 

2.5        This Announcement sets out the detailed terms of the Unbundling and contains important notices and guidance 
           for Tiger Brands Shareholders. Tiger Brands Shareholders are urged to seek guidance regarding their specific 
           circumstances via their broker or Central Securities Depository Participant ("CSDP") directly.

3.         Overview of Oceana
3.1        Oceana, a company publicly traded on the securities exchange operated by the JSE Limited ("JSE") and the 
           Namibian Stock Exchange, is the largest fishing company in Africa and an important participant in the 
           fishing industries in South Africa, Namibia and the United States of America. Oceana is a black-owned 
           company and a level 1 B-BBEE contributor. Its core fishing business is the catching, procuring, processing,
           marketing and distribution of canned fish, fishmeal, fish oil, horse mackerel, hake, lobster and squid. 
           It is also involved in the provision of refrigerated warehouse services.

3.2        Oceana conducts operations primarily through five operating divisions: Lucky Star (canned fish/fishmeal), 
           Daybrook Fisheries based in the United States of America (fishmeal and fish oil), Blue Continent Products 
           (horse mackerel and hake), Oceana Lobster (lobster and squid) and CCS Logistics (provides refrigerated 
           warehouse facilities with operations in South Africa, Namibia and Angola). 

3.3        The table below provides a summary of key financial information on Oceana:

           Year Ended 30 September                     2014       2015       2016       2017       2018
           ZAR'm           
           Revenue                                    5,039      6,169      8,244      6,808      7,733    
           Operating profit                             880      1,026      1,731      1,010      1,175    
           Operating margin                           17.5%      16.6%      21.0%      14.8%      15.2%    
           Profit after tax                             609        642        958        479        882    
           Net profit margin                          12.1%      10.4%      11.6%       7.0%      11.4%    
           Profit attributable to Tiger Brands          282        309        449        229        420    

3.4        More detailed information on Oceana can be found on their website at http://www.oceana.co.za

4.         Unbundling Ratio
4.1        The Unbundled Shares will be distributed to Tiger Brands Shareholders by way of a distribution 
           in specie as permitted in terms of clause 34 of the MOI, section 46 of the Companies Act and 
           section 46 of the Income Tax Act, such that each Tiger Brands Shareholder will receive 25.86927 
           Unbundled Shares for every 100 shares held in Tiger Brands ("Unbundling Ratio").

4.2        The implementation of the Unbundling will result in Tiger Brands Shareholders holding a direct equity 
           interest in Oceana rather than holding the equity interest through Tiger Brands.

5.         Salient Dates and Times 
           The following timetable sets out expected dates for the implementation of the Unbundling:

           Event                                                                                       Date    
           Last day to trade in Tiger Brands shares on                             
           the JSE in order to participate in the Unbundling                         Tuesday, 23 April 2019    
           Tiger Brands shares trade "ex" entitlement to Unbundled Shares          Wednesday, 24 April 2019    
           SENS announcement on ratio in respect of base cost                      
           apportionment of Unbundled Shares for taxation/CGT purposes             
           by 11h00 (South African time)                                            Thursday, 25 April 2019           
           SENS announcement of Cash Proceeds of fractional entitlement             Thursday, 25 April 2019    
           Record Date to receive Unbundled Shares in relation to the Unbundling      Friday, 26 April 2019    
           Unbundled Shares unbundled to Tiger Brands Shareholders                    Monday, 29 April 2019    
           Tiger Brands Shareholders account with CSDP or broker updated              Monday, 29 April 2019    

           Share certificates in Tiger Brands may not be dematerialised or re-materialised between 
           Wednesday, 24 April 2019 and Friday, 26 April 2019, both days inclusive.

6.         Unaudited Pro Forma Financial Effects of the Unbundling
6.1        Based on the audited Tiger Brands' consolidated results for the year ended September 2018, the 
           unaudited pro forma financial effects of the Unbundling are as set out in the table below.
                                                                                                                    Pro forma              
                                                                                                Pro forma 4 -       12 months              
                                         12 months         Pro   Pro forma 2 -                 Sale of Oceana          Ending              
                                             Ended   forma 1 -   Adjustment to          Pro         Shares in        Sep 2018              
                                          Sep 2018   Brimstone         Audited    forma 3 -        Respect of   (effect after   Change     
                                          (Audited)       Sale         Results   Unbundling   Treasury Shares      unbundling)      (%)   
           Earnings per share (cents)      1,457.7       159.0          (237.4)     1,126.6              45.2         2,551.1       75    
           Continuing operations                                                                                               
           - EPS (cents)                   1,451.1       159.0          (237.4)     1,126.6              45.2         2,544.5       75    
           Discontinued operation                                                                                              
           - EPS (cents)                       6.6           -               -            -                 -             6.6        -    
           Diluted earnings per                                                                                                
           share (cents)                   1,451.2       158.3          (236.3)     1,121.5              45.0         2,539.7       75    
           Continuing operations                                                                                               
           - Diluted EPS (cents)           1,444.6       158.3          (236.3)     1,121.5              45.0         2,533.1       75    
           Discontinued operation                                                                                              
           - Diluted EPS (cents)               6.6           -               -            -                 -             6.6        -    
           Headline earnings per                                                                                               
           share (cents)                   1,588.8           -          (235.0)           -                 -         1,353.8      (15)   
           Continuing operations                                                                                               
           - HEPS (cents)                  1,586.7           -          (235.0)           -                 -         1,351.7      (15)   
           Discontinued operation                                                                                              
           - HEPS (cents)                      2.1           -               -            -                 -             2.1        -    
           Diluted headline earnings                                                                                           
           per share (cents)               1,581.7           -          (233.9)           -                 -         1,347.8      (15)   
           Continuing operations                                                                                               
           - Diluted HEPS (cents)          1,579.6           -          (233.9)           -                 -         1,345.7      (15)   
           Discontinued operation                                                                                              
           - Diluted HEPS (cents)              2.1           -               -            -                 -             2.1        -    
           Net asset value per                                                                                                 
           share (cents)                  10,603.3       138.0               -     (1,248.2)            108.2         9,601.3       (9)   
           Tangible net asset value                                                                                            
           per share (cents)               8,510.5       138.0               -     (1,248.2)            108.2         7,508.5      (12)   
           Shares in issue net of                                                                                              
           treasury shares             179,492,168                                                                179,492,168        -    
           Weighted average shares                                                                                             
           in issue for basic          164,714,348                                                                164,714,350        -    
           Weighted average shares                                                                                             
           in issue for diluted        165,456,405                                                                165,456,405        -    

6.2        These financial effects are prepared for illustrative purposes only in order to assist Tiger Brands 
           Shareholders to assess the impact of the Unbundling and, because of their nature, may not give a fair 
           presentation of Tiger Brands' financial position, changes in equity, results of operations or cash 
           flows after the Unbundling.

6.3        The summarised pro forma financial effects have been prepared in a manner consistent in all respects 
           with International Financial Reporting Standards, the accounting policies adopted by Tiger Brands as 
           at 30 September 2018, the revised South African Institute of Chartered Accountants guide on pro forma 
           financial information and the JSE Listings Requirements. 

6.4        The pro forma financial effects are the responsibility of the Board. The material assumptions used in 
           the preparation of the pro forma financial effects are set out in paragraph 6.5 below.

6.5        Notes and Assumptions to the Pro Forma Financial Information
(i)        For the purposes of calculating the pro forma financial effects of the Unbundling (including the 
           disposal transactions referred to in notes (v) and (viii) below) on the earnings per share ("EPS") and 
           headline earnings per share ("HEPS") of the Tiger Brands Group for the year ended 30 September 2018, 
           it has been assumed that the Unbundling and related disposals took effect on 1 October 2017.

(ii)       For the purposes of calculating the pro forma financial effects of the Unbundling (including the 
           disposal transactions referred to in notes (v) and (viii) below) on the net asset value per share and 
           tangible net asset per share of the Tiger Brands Group as at 30 September 2018, it has been assumed 
           that the Unbundling and related disposal transactions took effect on 30 September 2018.
        
(iii)      For the purposes of calculating the capital profit arising from the Unbundling including the disposal 
           transactions referred to in notes (v) and (viii) below), it has been assumed that the Unbundling and  
           related disposals took effect on 30 September 2018.
        
(iv)       The "12 months ended Sep 2018 (Audited)" column has been extracted from the published audited results 
           of Tiger Brands Group for the year ended 30 September 2018.
        
(v)        "Pro forma 1 - Brimstone Sale" column - the Brimstone Sale gave rise to an abnormal capital profit of 
           R262 million after tax. The capital profit has no impact on HEPS as it has been excluded for headline 
           earnings purposes.
        
(vi)       "Pro forma 2 - Adjustment to Audited Results" column - this adjusts for the equity accounted earnings 
           of Oceana included in the 2018 audited results amounting to R419.5 million. It also adjusts for legal 
           and advisery costs (transaction costs) relating to the Unbundling of R4.6 million. Interest income, 
           calculated at an average rate of interest of 5.375% per annum, has been recognised on the cash proceeds 
           arising from the Brimstone Sale (refer Pro forma 1 - Brimstone sale) and the sale of the Oceana shares 
           referred to under the Pro forma 4 column, on the assumption that these disposals were implemented with 
           effect from 1 October 2017. 
        
(vii)      "Pro forma 3 - Unbundling" column - the value of the dividend in specie is based on a price of R79.91 
           per Unbundled Share (being the closing price of an Oceana share on 3 April 2019). The dividend in 
           specie gives rise to an unrealised fair value gain in terms of IFRS 5 of R1,855.6 million. This gain 
           has no impact on HEPS as it has been excluded for headline earnings purposes.

(viii)     "Pro forma 4 - Sale of Oceana Shares in Respect of Treasury Shares" - the Tiger Brands Group will 
           receive 2,671,457 Oceana shares in respect of the 10,326,758 Treasury shares in Tiger Brands held 
           by its wholly-owned subsidiary, Tiger Consumer Brands Limited. It has been assumed that these will 
           be sold into the market at a price of R79.91 per share (being the closing price of an Oceana share 
           on 3 April 2019). This sale will give rise to an abnormal capital profit of R74.5 million after tax. 
           The capital profit has no impact on HEPS as it has been excluded for headline earnings purposes. 
           The impact of the Unbundling on the empowerment entities in the Tiger Brands Group has been 
           appropriately accounted for. 

(ix)       "Pro Forma 12 Months Ended Sep 2018 (effect after unbundling) Reviewed" - reflects the consolidated 
           pro forma financial position of the Tiger Brands Group subsequent to the Unbundling of Oceana and 
           subsequent to the related disposals referred to in notes (v) and (viii) above.

(x)        Oceana is expected to declare an interim dividend for FY2019 on or about 11 May 2019. This dividend 
           will accrue to Oceana shareholders post the Unbundling Record Date of 26 April 2019 and, as a result, 
           will not be paid to Tiger Brands (other than in respect of the 2,671,457 shares referred to in note (viii) 
           above). The calculation of the Tiger Brands interim and final dividend for FY2019 will be adjusted to 
           reflect the removal of Oceana's earnings from 1 December 2018.

7.         Tiger Brands Employee Share Incentive Schemes
7.1        The participants in the Tiger Brands 2013 Share Plan ("the Plan") will be placed in a position which 
           is as close as possible to the position they would have been in, had the Unbundling not taken place. 
           Consequently, certain adjustments will be made to the number and, where applicable, strike prices of 
           any instruments that had been awarded in terms of the rules of the Plan as soon as possible after the
           implementation of the Unbundling. 

7.2        Following the Unbundling, the Tiger Brands Black Managers Trust will, as a Tiger Brands Shareholder, 
           receive Unbundled Shares. Consequently, the vesting rights of the black managers will be extended to
           provide the black managers with an entitlement to also take delivery of Unbundled Shares (subject to 
           the rules of the scheme).

8.         Liquidity and Solvency
           The Board has considered the financial position of Tiger Brands prior to and following the 
           implementation of the Unbundling. The Board has authorised the Unbundling and has performed the 
           necessary "solvency and liquidity" test, as contemplated in section 4 of the Companies Act. The Board 
           confirms that Tiger Brands has passed the aforesaid "solvency and liquidity" test and that there have 
           been no material changes to the financial position of Tiger Brands since that test was performed 
           by the Board.

9.         Governing Law and Jurisdiction
           The Unbundling will be governed by, and construed in accordance with, the laws of South Africa.

IMPORTANT NOTICES AND GUIDANCE FOR TIGER BRANDS SHAREHOLDERS
10.        Certificated Shareholders and Dematerialised Shareholders
10.1       Certificated Shareholders

10.1.1     For the purposes of the Unbundling, Tiger Brands Shareholders will be issued their respective Unbundled 
           Shares in dematerialised form only. Accordingly, all Unbundled Shares due to Tiger Brands Shareholders 
           who hold their Tiger Brands shares in certificated form ("Certificated Shareholders") will be distributed 
           to Computershare Nominees Proprietary Limited in dematerialised format. Certificated Shareholders will 
           then be allowed to withdraw the Unbundled Shares from Computershare Nominees Proprietary Limited in 
           certificated form or transfer the Unbundled Shares in dematerialised format to their appointed CSDPs. 
           Certificated Shareholders who elect to receive the Unbundled Shares in certificated format are advised 
           that they will have to dematerialise the Unbundled Shares before being able to trade the Unbundled 
           Shares on the JSE.

10.1.2     Documents of title in respect of Tiger Brands shares need not be surrendered to receive the Unbundled Shares.

10.2       Dematerialised Shareholders
           Tiger Brands Shareholders who hold their shares in uncertificated form ("Dematerialised Shareholders") 
           will have their accounts at their CSDP or broker updated (i.e. credited) with the relevant Unbundled 
           Shares on the first business day following the Record Date.

11.        Fractional Entitlements
11.1       As required by the JSE Listings Requirements, fractional entitlements to the Unbundled Shares will be 
           rounded down to the nearest whole number, and the remaining fractions of the Unbundled Shares to which 
           a Tiger Brands Shareholder would otherwise be entitled to will not be transferred to them, but will be 
           aggregated and sold in the open market as soon as practically appropriate after the Unbundling.

11.2       Tiger Brands Shareholders will accordingly receive monetary compensation in respect of their fractional 
           entitlements to Unbundled Shares. In accordance with the JSE Listings Requirements, this amount will be 
           determined with reference to the volume weighted average price ("VWAP") of an Oceana share traded on the 
           JSE on the first business day after the last day to trade in Tiger Brands shares in order to participate 
           in the Unbundling ("LDT Date") (being the day on which Tiger Brands shares begin trading "ex" the 
           entitlement to receive the Unbundled Shares), reduced by 10% ("Cash Proceeds"). 

           An announcement of the Cash Proceeds determined will be released on SENS on 25 April 2019, by 11h00 
           (South African time).

11.3       Example of treatment of fractional entitlements: 
           This example assumes that a Tiger Brands Shareholder holds 100 shares in Tiger Brands at the close 
           of business on the Record Date. The Tiger Brands Shareholder is, therefore, entitled to 25.86927 
           Unbundled Shares (i.e. 100 x the Unbundling Ratio of 0.2586927). The rounding provision as set out 
           in 11.1 is then applied and the Tiger Brands Shareholder will receive 25 Unbundled Shares. In addition 
           (and assuming a VWAP of 7,450 cents for an Unbundled Share on the first day after the LDT Date), 
           the Tiger Brands Shareholder will receive Cash Proceeds of 5,828 cents in respect of the fractional 
           entitlement (i.e. 7,450 cents x 90% x the fraction of 0.86927).

12.        Exchange Control
12.1       The following guidelines are not a comprehensive statement of the exchange control regulations and 
           merely reflect Tiger Brands' understanding of the regulations at the date of this Announcement. 
           Tiger Brands Shareholders who may be affected are advised to consult their professional advisers.

12.2       In the case of Tiger Brands Shareholders whose registered addresses are outside the Common Monetary 
           Area, comprising South Africa, Namibia and the Kingdoms of Lesotho and Swaziland ("CMA"), the following 
           will apply in respect of the Unbundling:

12.2.1     The Unbundled Shares are not freely transferable from the CMA and must be dealt with in terms of the 
           South African Exchange Control Regulations contained in section 9 of the South African Currency and 
           Exchanges Act, 1933 ("Exchange Control Regulations"). 

12.2.2     The following will apply to Unbundled Shares received by Tiger Brands Shareholders who are emigrants 
           from the CMA and whose registered address is outside the CMA:

http://12.2.2.1   in the case of Dematerialised Shareholders, the Unbundled Shares will be credited to the emigrants' 
           "emigrant share accounts" at the CSDP or broker controlling their emigrant portfolios and an appropriate 
           entry will be made in the relevant register reflecting a "non-resident" endorsement. The CSDP or broker 
           will ensure that the emigrant adheres to the Exchange Control Regulations; or

http://12.2.2.2   any Cash Proceeds (as set out in paragraph 11.2) controlled in terms of the Exchange Control Regulations 
           will be forwarded to the authorised dealer in foreign exchange controlling the emigrants' assets. 
           Elections by emigrants must be made through the authorised dealer in foreign exchange controlling 
           their assets.

12.2.3     Any Unbundled Shares received by Tiger Brands Shareholders who are non-residents of the CMA and who 
           have never resided in the CMA and whose registered address is outside the CMA will:

http://12.2.3.1   in the case of Dematerialised Shareholders, be credited to their non-resident share accounts at the CSDP 
           or broker controlling their non-resident portfolios and an appropriate entry will be made in the relevant 
           register reflecting a "non-resident" endorsement. The CSDP or broker will ensure that the non-resident 
           adheres to the Exchange Control Regulations.

http://12.2.3.2   Cash Proceeds (as set out in paragraph 11.2) due to non-residents are freely transferable from South 
           Africa, subject to being converted into a currency other than Rand or paid for the credit of a 
           non-resident Rand account.

13.        Distributions to Overseas Tiger Brands Shareholders 
13.1       The Unbundling and distribution of the Unbundled Shares is being conducted under the procedural 
           requirements and disclosure standards of South Africa which may be different from those applicable in 
           other jurisdictions. No action has been taken by Tiger Brands to obtain any approval, authorisation, 
           registration and/or exemption to permit the distribution of this Announcement in any jurisdiction 
           other than South Africa.

13.2       Any Tiger Brands Shareholders who have addresses outside South Africa, who are nationals, citizens or 
           residents of countries other than South Africa, ("Overseas Tiger Brands Shareholders"), or who are 
           persons (including, without limitation, custodians, nominees and trustees) who have a contractual or 
           legal obligation to forward this Announcement to a jurisdiction outside South Africa, or who hold 
           shares for the account or benefit of any Overseas Tiger Brands Shareholder who is in doubt as to 
           their position, including, without limitation, their tax status, should consult an appropriate 
           independent professional adviser in the relevant jurisdiction without delay. For example, the 
           receipt of the Unbundled Shares will generally be a taxable transaction for US federal income 
           tax purposes and Overseas Tiger Brands Shareholders in the United States of America should consult 
           their tax advisers without delay regarding the US federal, state, local and non-US tax consequences 
           of the distribution and ownership of the Unbundled Shares in their particular circumstances. 

13.3       Notice to Overseas Tiger Brands Shareholders located in the United States of America

13.3.1     This Announcement is not an offer of securities for sale in the United States of America ("US"). 
           The Unbundled Shares have not been and will not be registered under the US Securities Act of 1933 
           ("US Securities Act"), or with any regulatory authority of any state or other jurisdiction in the 
           US and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or 
           into the US at any time except pursuant to an exemption from, or in a transaction not subject to, 
           the registration requirements of the US Securities Act and applicable state and other securities 
           laws of the US. 

13.3.2     The Unbundled Shares have not been and will not be listed on a US securities exchange or quoted on 
           any inter-dealer quotation system in the US. Neither Tiger Brands nor Oceana intends to take any 
           action to facilitate a market in the Unbundled Shares in the US. Consequently, it is unlikely that 
           an active trading market in the US will develop for the Unbundled Shares. 

13.3.3     The Unbundled Shares have not been approved or disapproved by the US Securities and Exchange Commission, 
           any state securities commission in the US or any other regulatory authority in the US, nor have any of 
           the foregoing authorities passed comment upon, or endorsed the merit of, the Unbundling or the accuracy 
           or the adequacy of this Announcement. Any representation to the contrary is a criminal offence in the US.

13.4       Notice to Overseas Tiger Brands Shareholders located in the United Kingdom
           For the purposes of sections 85(1) and 85(2) of the Financial Services and Markets Act 2000 as amended 
           (the "FSMA"), the Unbundling will not comprise (a) an "offer of transferable securities to the public" 
           within the meaning of section 102b(1) of the FSMA; nor (b) a request for the admission of transferable 
           securities to trading on a regulated market situated or operating in the United Kingdom. Accordingly, 
           no prospectus is required to be submitted to the UK Financial Conduct Authority for approval for 
           Overseas Tiger Brands Shareholders located in the UK to be eligible to receive Unbundled Shares. 
           If Overseas Tiger Brands Shareholders are in any doubt as to whether they are prohibited from 
           receiving Unbundled Shares, they should seek advice from a solicitor or other professional adviser.

13.5       Notice to Overseas Tiger Brands Shareholders (located in countries other than the US and UK) 
           No action has been taken by Tiger Brands or Oceana to obtain any approval, authorisation or exemption 
           to permit the distribution of the Unbundled Shares or the possession or distribution of this Announcement 
           in any jurisdictions other than South Africa. The Unbundling and distribution of the Unbundled Shares are 
           being conducted under the procedural requirements and disclosure standards of South Africa which may be 
           different from those applicable in other jurisdictions. The legality of the Unbundling to persons resident 
           or located in jurisdictions outside of South Africa may be affected by the laws of the relevant 
           jurisdictions. Such Overseas Tiger Brands Shareholders should consult their professional advisers 
           and inform themselves about any applicable legal requirements which they are obligated to observe. 
           It is the responsibility of any such person wishing to participate in the Unbundling to satisfy 
           themselves as to the full observance of the laws of the relevant jurisdiction in connection 
           therewith.

13.6       For clarity, it is noted that all Overseas Tiger Brands Shareholders will be participating in the 
           Unbundling and distribution of the Unbundled Shares. Overseas Tiger Brands Shareholders, who are unable, 
           for any reason, to participate in the Unbundling, may, inter alia, dispose of such Unbundled Shares based 
           on the advice sought from their professional advisers, as Tiger Brands will not be facilitating any sale 
           process of the Unbundled Shares.

14.        Taxation Considerations Relating to the Unbundling 
14.1       This paragraph is intended to provide a general guide and is not intended to constitute a complete analysis 
           of the taxation consequences of the unbundling provisions in terms of South African taxation law. It is not 
           intended to be, nor should it be considered as legal or taxation advice. Tiger Brands and its advisers 
           cannot be held responsible for the taxation consequences of the Unbundling and, therefore, Tiger Brands 
           Shareholders are advised to consult their own taxation advisers on the tax consequences to them of the 
           Unbundling in both South Africa and their jurisdiction of residence.

14.2       South African income tax and Capital Gains Tax considerations
           The Unbundling will be effected in terms of section 46 of the Income Tax Act. Section 46 deems the 
           Unbundling to be a disposal by Tiger Brands of the Unbundled Shares to its shareholders. The impact 
           of section 46 is as follows:

14.2.1     Disposal of the Unbundled Shares by Tiger Brands
           The distribution of the Unbundled Shares will be disregarded by Tiger Brands for the purposes of 
           determining Capital Gains Tax ("CGT"), taxable income or an assessed loss.

http://14.2.1.1   Tiger Brands shares held as trading stock

14.2.1.1.1 Any Tiger Brands Shareholder holding Tiger Brands shares as trading stock will be deemed to acquire the
           Unbundled Shares as trading stock. The combined expenditure of such Tiger Brands shares and Unbundled Shares 
           will be the amount originally taken into account by the Tiger Brands Shareholder prior to the Unbundling 
           in respect of those Tiger Brands shares, as contemplated in section 11(a), section 22(1), or section 22(2) 
           of the Income Tax Act. 

14.2.1.1.2 The original expenditure incurred in respect of the Tiger Brands shares will be apportioned between the 
           Unbundled Shares and the Tiger Brands shares by applying the ratio that the market value of Unbundled Shares 
           bears to the sum of the market value of the Unbundled Shares and the Tiger Brands shares at the end of the 
           day on which Tiger Brands shares commence trade "ex" entitlement to the Unbundled Shares. The expenditure 
           attributable to the Tiger Brands shares must be reduced by the amount of expenditure allocated to the 
           Unbundled Shares.

14.2.1.1.3 Tiger Brands will advise shareholders of the specified ratio at which expenditure must be allocated by 
           way of an announcement to be released on SENS on 25 April 2019. The allocated expenditure must be used in 
           the determination of any profits or losses derived on any future disposals of the Unbundled Shares or 
           Tiger Brands shares.

http://14.2.1.2   Tiger Brands shares held as capital assets

14.2.1.2.1 Any Tiger Brands Shareholder holding Tiger Brands shares as capital assets will be deemed to acquire the 
           Unbundled Shares as capital assets. The original expenditure incurred in respect of the Tiger Brands 
           shares, in terms of paragraph 20 of the Eighth Schedule to the Income Tax Act, and (where applicable) 
           the CGT valuation of the Tiger Brands shares, as contemplated in paragraph 29 of the Eighth Schedule to 
           the Income Tax Act, will be apportioned between the Unbundled Shares and the Tiger Brands shares.

14.2.1.2.2 The expenditure allocated to the Unbundled Shares will be determined by applying the ratio that the market 
           value of the Unbundled Shares bears to the sum of the market value of the Unbundled Shares and the Tiger 
           Brands shares at the end of the day on which Tiger Brands shares commenced trade "ex" entitlement to the 
           Unbundled Shares. The expenditure attributable to the Tiger Brands shares must be reduced by the amount 
           of expenditure allocated to the Unbundled Shares.

14.2.1.2.3 Tiger Brands will advise Tiger Brands Shareholders of the specified ratio at which expenditure must be 
           allocated by way of an announcement to be released on SENS on 25 April 2019. The allocated expenditure 
           must be used in the determination of any profits or losses derived on any future disposals of the 
           Unbundled Shares or Tiger Brands shares.

14.2.1.2.4 Tiger Brands Shareholders will be deemed to have acquired the Unbundled Shares on the date on which 
           the Tiger Brands shares were originally acquired.

14.2.2     Securities Transfer Tax
           The registration of the Unbundled Shares in the names of the Tiger Brands Shareholders will be exempt 
           from the payment of Securities Transfer Tax.

14.2.3     Dividends Tax and returns of capital
           In terms of sections 46(5) and 46(5A) of the Income Tax Act, the distribution of the Unbundled Shares 
           must be disregarded for dividend tax purposes and must also not be treated as a return of capital for 
           the purposes of paragraph 76B of the Eighth Schedule to the Income Tax Act.

14.3       Non-resident shareholders
           Tiger Brands Shareholders who are non-resident for tax purposes in South Africa are advised to consult 
           their own professional tax advisers regarding the tax treatment of the Unbundling in their respective 
           jurisdictions, having regard to the tax laws in their jurisdiction.

For investor queries:
Nikki Catrakilis-Wagner
+27 11 840 4841

Bryanston
5 April 2019

Financial Adviser           Legal Advisers                                     Sponsor    
Standard Chartered Bank     Edward Nathan Sonnenbergs Inc. (South Africa)      JP Morgan Equities South Africa (Pty) Limited.  
                            Davis Polk & Wardwell London (UK & US)                       

DISCLAIMER 
Nothing in this Announcement constitutes (or forms part of) a prospectus or an offering memorandum and nothing in 
this Announcement contains any offer for the sale of, or solicitation of any offer to purchase or subscribe for, any
securities of Tiger Brands or Oceana in any jurisdiction, nor shall it or any part of it nor the fact of its distribution 
or communication form the basis of, or be relied on in connection with any contract, commitment or investment decision in
relation thereto. This Announcement is not intended for distribution or release, directly or indirectly, in or into a
jurisdiction where publication, distribution or release would be unlawful. The release, publication or distribution of this
Announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which
this Announcement is released, published or distributed should inform themselves about and observe such restrictions.
Failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such
jurisdiction.

To the fullest extent permitted by applicable law, Tiger Brands disclaims any responsibility or liability for the
violation of such restrictions or requirements by any person. This Announcement has been prepared for the purposes of
complying with the JSE Listings Requirements and the information disclosed may not be the same as that which would have 
been disclosed if this Announcement had been prepared in accordance with the laws and regulations outside of those of 
the JSE Listings Requirements.

Matters discussed in this Announcement may constitute forward-looking statements. Forward-looking statements are
statements that are not historical facts and that can be identified by words such as "believe", "expect", "anticipate",
"intends", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in 
this Announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although
these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown
risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are 
beyond control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this Announcement by such forward-looking statements. The
information, opinions and forward-looking statements contained in this Announcement speak only as at its date, and 
are subject to change without notice.

Date: 05/04/2019 09:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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