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SABMiller PLC - Tsogo Investments Transaction

RNW/GBR/
RNS Number:0011F
SABMiller PLC
12 December 2002


SABMILLER PLC AND TSOGO INVESTMENTS AGREE LANDMARK EMPOWERMENT TRANSACTION


London and Johannesburg, 12 December 2002.  SABMiller plc, (SABMiller), a
leading force in global brewing, and its gaming joint venture partner, Tsogo
Investment Holding Company (Proprietary) Limited (Tsogo Investments), today
announced the most important empowerment deal yet in the South African
hospitality sector.

The agreement will result in the transfer of both companies' interests within
the hotel and gaming sectors into a new company, to be named Tsogo Sun Holdings
(Proprietary) Limited (TSH), which is to be controlled by Tsogo Investments.
Today's announcement, which follows SABMiller's review of its options for its
non-core hotel and gaming interests, will be beneficial to its shareholders.
The transaction is subject to certain conditions, including obtaining Gaming
Board and other regulatory approvals, and the finalisation of funding
arrangements.  It is expected to complete in the first quarter of 2003 and will
be earnings neutral for SABMiller in the first full financial year following
completion.

Commenting on the transaction, Graham Mackay, Chief Executive of SABMiller said:
"This represents an important empowerment transaction for South Africa and a
further step in our strategy of focusing SABMiller as an international beer and
beverage group.

"We are delighted with the development of our partnership with Tsogo Investments
and are pleased to see it enter a new phase with this transaction.

"Over the medium term, SABMiller intends to continue to reduce its investment in
hotels and gaming, in keeping with its strategy to divest of non-core
interests."

Ashley Mabogoane, Chairman of Tsogo Investments said, "The formation of TSH
represents a major step for Black Economic Empowerment (BEE) and will
substantially contribute to the transformation of the hotel and gaming
industries within the context of the government's national BEE agenda."

Commenting on today's announcement, Valli Moosa, the South African Minister for
Environmental Affairs and Tourism, said: "This represents a landmark BEE
transaction for SABMiller, Tsogo Investments and South Africa.  It is also a
milestone for BEE in the tourism industry, representing the largest BEE
transaction to be concluded in this increasingly important sector of the South
African economy."

The transaction

In terms of the transaction, SABMiller will contribute its entire hotel and
gaming interests, including 100% of Southern Sun's hotel interests and 50% of
Tsogo Sun's gaming interests, to the new company, TSH, in exchange for ordinary
shares representing 49% of TSH and R400 million (US$44 million) of TSH
redeemable preference shares.   SABMiller will be afforded appropriate minority
protections.

Simultaneously, Tsogo Investments will contribute its entire gaming interests,
including 50% of Tsogo Sun to TSH in exchange for ordinary shares representing
51% of TSH.  The book value of assets transferred by SABMiller to TSH is
approximately R734 million (US$82 million).  This is post a cash distribution of
R750 million (US$83 million) payable to the SABMiller group. TSH will be
accounted for as an associate of SABMiller plc.

It is envisaged that the hotel and gaming operations will trade as two
independent subsidiaries of TSH and that these will be run by the existing
management teams, with Jabu Mabuza, Chief Executive of Tsogo Sun Casinos and
Helder Pereira, Chief Executive of Southern Sun Hotels, reporting to Ron
Stringfellow, the TSH Group Chief Executive. Ashley Mabogoane will be Chairman
of TSH.


ENDS

Note to editors

1.  SABMiller is the world's second largest brewer by volume with pro forma
2001/02 lager volumes in excess of 120 million hectolitres and is also the
world's leading brewer in developing markets.  It has 112 brewing operations,
over 69,000 people, in 25 countries across Africa, Central and Eastern
Europe, North and Central America and Asia. It has a portfolio of strong
brands and leading market shares in many of the countries in which it has
brewing operations.  Outside the USA, SABMiller is one of the largest
bottlers of Coca-Cola products in the world.  SABMiller is listed on the
London and Johannesburg stock exchanges and has a market capitalisation of
US$6.7 billion (approximately R60 billion).

2.  SABMiller's hotel and gaming interests comprised 100% of Southern Sun
Hotels and a 50% stake in Tsogo Sun Holdings.  In the financial year 2001/02
these generated a turnover of US$164 million, representing 3.8% of
SABMiller's turnover.

3.  Southern Sun Hotels is the pre-eminent hotel group in Africa, owning
and managing a portfolio of over 80 hotel properties comprising over 13,000
rooms.  The Southern Sun portfolio comprises Southern Sun Hotels, Southern
Sun Resorts, Inter-Continental, Crown Plaza, Cullinan Hotels, Holiday Inn,
Holiday Inn Garden Court, Express by Holiday Inn, Formule 1 and Formule Inn.

4.  Currently SABMiller, via Southern Sun, and Tsogo Investments jointly
own and control Tsogo Sun Holdings, a focused gaming company, which holds
five key gaming licences at Montecasino (Fourways), Emnotweni (Nelspruit),
Emonti (East London), Champions (Witbank) and most recently, Suncoast
(Durban).

5.  Tsogo Investments is a broad-based empowerment company whose major
shareholders represent black business interests, labour movement and women's
groups, including  FABCOS Investment Holding Company Limited, NAFCOC
Investment Holding Company Limited, The South African Clothing and Textile
Worker's Union (SACTWU), African Renaissance Holdings, NACTU Investment
Holding Company Limited and a women's group led by Nozala Investments.


For further information please contact:

London

SABMiller plc                                                     Tel: +44 20 7659 0100

Nick Chaloner            Director of Communications               Tel: +44 20 7659 0119
                                                                  Mob: +44 7880 502 755

Anna Miller Salzman      Head of Investor Relations               Tel: +44 20 7659 0106
                                                                  Mob: +44 7973 837 070

Ciaran Baker             Head of Corporate Communications         Tel: +44 20 7659 0120
                                                                  Mob: +44 7979 954 493


This announcement is available on the SABMiller website, www.sabmiller.com

This announcement has been issued by SABMiller and is the sole responsibility of
SABMiller.

JPMorgan is acting as financial adviser to SABMiller and African Merchant Bank
is acting as financial adviser to Tsogo Investments.  Werksmans is acting as
legal adviser to SABMiller and Webber Wentzel Bowens is acting as legal adviser
to Tsogo Investments.

JPMorgan and Werksmans are acting for SABMiller in connection with the proposed
transaction and no one else and will not be responsible to anyone other than
SABMiller for providing the protections afforded to their clients nor for
providing any advice in relation to the transaction.

African Merchant Bank and Webber Wentzel Bowens are acting for Tsogo Investments
in connection with the proposed transaction and no one else and will not be
responsible to anyone other than Tsogo Investments for providing the protections
afforded to their clients nor for providing any advice in relation to the
transaction.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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0711 12 Dec 02
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