SABMiller (UK/South Africa)

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In the rapidly consolidating beer market, SABMiller was until Oct 2016 one of the world's top three brewers, engaged in a fierce rivalry with two major competitors, Anheuser-Busch InBev and Heineken, each of whom had strengthened its position significantly since 2007 with sizeable strategic acquisitions. It lacked a single strong global brand, but controlled a number of fast-growing regional beers including Snow in China (now the world's biggest individual beer by volumes), Castle Lager from South Africa, Pilsner Urquell from the Czech Republic, Peroni from Italy and of course, Miller Beer from the US. SABMiller was itself the result of several large mergers. The group was formed from the combination in 2002 of South African Breweries with US-based Miller Brewing, and it established a major presence in Latin America in 2005 with the acquisition of Grupo Bavaria, the region's second largest brewer. In 2007, the group agreed to combine its US operations with those of Molson Coors to create Miller Coors, a stronger rival to local giant Anheuser-Busch. In 2011, SABMiller acquired Australian group Carlton for a total of A$11.5bn. Some analysts had expected the Molson partnership to lead to a full merger of both groups. However, that never materialised and instead speculation grew regarding a break-up bid from AB InBev. After months of encouragement from the financial markets, AB InBev tabled a bid for its smaller rival. An offer of $104bn was eventually accepted, and following more months of negotiation with regulators, was approved by shareholders in Sept 2016 and completed a month later. AB InBev retained SABMiller's operations in Africa and most of Asia. The US division was sold to partner Molson Coors; and Europe to Asahi Breweries.

Competitors

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Recent stories from Adbrands Weekly Update:

Adbrands Weekly Update 15th Dec 2016: Asahi Breweries of Japan is doubling down on Europe, having agreed a new deal to acquire SABMiller's remaining brands in the region for €7.3bn. It has already acquired SABMiller's Grolsch and Peroni; the new acquisition covers a collection of Central & Eastern European beers including Urquell from the Czech Republic, Hungary's Dreher and Poland's Tyskie and Lech. SABMiller's new owner AB InBev had agreed to sell the brands to appease regulatory concerns. However, the price tag paid by Asahi is significantly higher than anticipated because of stiff competition from rival private equity bidders. Following completion, the Japanese company will become Europe's third largest brewer after AB InBev and Heineken.

Adbrands Weekly Update 13th Oct 2016: In yet another unwinding of one of SABMiller's regional units post-acquisition by AB InBev, Coca-Cola announced plans to buy back majority control of soft drinks bottler Coca-Cola Beverages Africa, which accounts for around 40% of Coke's total sales across the continent. Coca-Cola Company has the right to reacquire SABMiller's 54% stake under a change of control clause, but it won't be cheap. The price eventually agreed was $3.15bn. It will then try to refranchise the business to other potential partners. The key goal is to get the business away from AB InBev, which is a lead bottler for arch-rival Pepsi in Latin America. Bernstein analyst Ali Dibadj believes Coke fears that it could itself eventually become a target for the rapacious AB InBev, and wants to avoid giving that group "a look under the hood of the company". Other observers have suggested that the move will encourage even closer ties between AB InBev and PepsiCo.

Adbrands Weekly Update 29th Sep 2016: It's done. AB InBev's acquisition of SABMiller was approved by almost 96% of the latter's shareholders, despite earlier fears that it might be derailed by maverick institutional investors seeking an improved offer to compensate for post-Brexit currency fluctuations. Some SABMiller investors expressed sadness that their company name will simply disappear: the merged entity will remain AB InBev. However, SAB chairman Jan du Plessis was unmoved. "AB InBev are paying a full price for the company," he said. "They can do with the company what they wish; they can call it what they wish. That’s the way life works and that’s fine." The vote will now trigger a series of further corporate transactions, with the pre-agreed sell-off of SABMiller's competitive assets in the US, Europe and China to other brewers. SABMiller's shares will be delisted next week and completion of the merger is scheduled for October 10th.

Adbrands Weekly Update 11th Aug 2016: AB InBev issued details of its proposed management board assuming the acquisition of SABMiller goes ahead. Virtually all of the latter's current management team are expected to depart, and only one of the 20 top roles in the merged group will go to a current SABMiller manager. The revised deal will be presented to the latter's shareholders for approval on Sept 28th. Several institutional investors have said they plan to vote against the merger.

Adbrands Weekly Update 28th Jul 2016: That sound you hear is alarm bells ringing at AB InBev and SABMiller. Eight months after its original £71bn offer for SABMiller was accepted, and with almost all regulatory approvals now in the bag following months of protracted negotiations and multiple separate side-deals, AB InBev now faces a rebellion by minority shareholders that could potentially kill the whole thing. The original deal of £44 per share was worth $107bn last October, but Brexit has caused a plunge in the value of sterling so the same offer is now only worth $93bn. As a result, several institutional investors have been threatening to withhold their approval in a shareholder vote, one of only two steps left before completion of the takeover. (The other is a green light from Chinese regulators, expected imminently). AB InBev responded by sweetening its cash offer to £79bn, and is also offering an all-share alternative that would be worth more, but only if the shares are held for five years. To avoid further horse trading, AB InBev also invoked the phrase "final offer". As a result, under UK takeover rules, no further increase is allowed. If minority shareholders refuse to accept this new proposal, AB InBev will walk away. That could now happen. The deal needs 75% acceptance for clearance, but at least one major institution, Aberdeen Asset Management, has said it will reject the improved offer. To emphasize the seriousness of the situation, SABMiller has now instructed its employees to suspend all ongoing work on integration of the two companies until further notice. "This means that there should be no contact with AB InBev with immediate effect," CEO Alan Clark told staff in an email, "and all meetings and calls will be postponed until further notice... I appreciate this will cause lots of internal and external speculation. However, please stay focused." [UPDATED] In a significant boost to the likelihood of the deal coming off, Chinese regulators cleared it on Friday, and InBev's revised offer was accepted by the SABMiller board, who recommended shareholders accept it. Now all depends on the vote.

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Brands & Activities

SABMiller assembled an extensive global patchwork of breweries as a result of a string of deals since 2002. A key strategy was the creation of strong regional partnerships with local brewers, including Molson Coors in the US, CRE in China and most recently Anadolu Efes in Russia and Turkey. All it lacked was a single powerful global brand, although it had at least five products in its portfolio which it attempted to establish at international level. Yet because of its lack of a central pillar, the group remained weak by comparison with its rivals in western Europe and also in the Asia Pacific region outside China. Another key weakness was its patchwork of regional partnerships. In virtually all regions except Latin America, it operated partly or wholly through joint ventures with other groups.

Up until its break-up in Oct 2016 SABMiller was the world's #2 brewer by volume and the leading brewer in developing markets. It operated a patchwork of around 140 breweries in 50 countries, producing well over 200 different brands. Volumes for the year ending March 2016 were almost 249m hectolitres of lager, up 1% year on year, and 74m hls of other beverages, mostly carbonated soft drinks, an increase of 6%. The company was a leading bottler of Coca-Cola brands and other soft drinks in Africa, Central America and other markets.

For some time, analysts had been arguing that SABMiller's patchwork of international businesses would fill in key gaps in the less fragmented portfolio of larger rival AB InBev. That proposal finally became reality in 2015. Four successive and ever-higher bids from AB InBev were declined, but the fifth was accepted, valuing SABMiller at just over $104bn. In order to win approval regulators, AB InBev has agreed to divest almost half of SABMiller's existing business, including its interests in the US, China and Europe.

Originally a South African company, SABMiller was headquartered in London, but reported financials in US Dollars. Its biggest international brand was Pilsner Urquell. Originating in the Czech Republic, this is now exported to more than 50 countries worldwide. Yet despite a substantial marketing campaign, SABMiller failed to establish Urquell as a global brand to equal the likes of Budweiser, Carlsberg or Heineken. The group's other international brands were Italy's Peroni, South Africa's foremost brew Castle Lager, Grolsch from the Netherlands and Miller Beer from the US.

In the US itself, Miller was manufactured and marketed by MillerCoors, a joint venture with what was previously one of its main competitors, Molson Coors. SABMiller held a 58% economic interest in the new entity; Molson Coors had the remaining 42%, but the two owners have equal voting rights and an equal number of seats on the board. .

In a surprise development that created a cloud over the main MillerCoors partnership in the US, SABMiller in Feb 2013 gave notice that it wished to terminate Molson Coors' rights to distribute the Miller beer family in Canada from summer 2013, on grounds that it failed to achieve sales targets. Miller felt it could achieve better results from managing its own distribution. Far from agreeing amicably with its partner's demands, Molson filed a lawsuit to prevent the change. It was unsuccessful, and SABMiller took over distribution of its own brands in Canada.

Latin America became SABMiller's biggest and most profitable market. The group had a strong presence along the entire Western seaboard. It first established a presence in the region with the purchase of a string of small breweries in Central America in 2002, but had no real profile further south until 2005 when it triumphed in a bidding battle with Heineken to acquire Latin America's second biggest brewer, Grupo Empresarial Bavaria, for a total of around $7.6bn. Based in Colombia, that company is also the dominant brewer in Peru, Ecuador, Panama, Bolivia and Chile, with market shares of between 80% and 95%. Its leading beers brands include Poker, Aguila and Club in Colombia, Cristal and Callao in Peru, Pilsener and Club in Ecuador and Atlas in Panama, as well mineral waters, soft drinks and other beverages. It is the local licensee for Coca-Cola in El Salvador and Honduras, and for PepsiCo in Panama. In 2010, the group established its first direct presence in Argentina with the acquisition of Isenbeck from Warsteiner of Germany. Isenbeck ranks as the #3 brewer in a market dominated by AB InBev (with 75% share) and Heineken (with 20%).

Significantly, SABMiller had no direct presence in the single biggest market in Latin America, Brazil, which is dominated by AB InBev's Ambev. In 2014, though, the group agreed a distribution partnership with local #2 Petropolis. Combined Latin American revenues for the year ending 2016 were $5.21bn, and it was the group's single most profitable region by far for the fourth consecutive year, contributing operating income of $1.96bn.

SABMiller has long held extensive brewing interests in Africa. Even before the acquisition of Miller, South African Breweries was already the world's 5th largest brewer. Until recently, it had a virtual monopoly in South African beer, effectively 97% share. That iron grip was weakened, however, in 2007 when Heineken terminated SAB's 30 year-old license to manufacture and market the country's best-selling premium beer, Amstel, citing conflict of interest. That loss was a blow to SAB's pride but had only a minimal effect on sales: Amstel accounted for only around 9% of volumes. The company's flagship brand remained wholly owned Castle Lager, a top-selling beer in several other African countries as well as South Africa. It is supported by more than 40 other products including the South African #1 Carling Black Label (or CBL), Hansa Pilsener, St Louis and Lion Lager, as well as flavoured alcoholic beverages Redd's and Brutal Fruit. Its biggest local competitor is Heineken.

SABMiller operated seven breweries in South Africa as well as 30 others in countries including Tanzania (the Safari and Kilimanjaro brands), Mozambique (2M), Botswana, Uganda (Eagle Extra) and Angola. Some of these are run in a strategic alliance with Groupe Castel of Namibia. In total, SABMiller and its partners had an effective 60% share of the entire African beer market. Several products in the continent are made from locally sourced and lower-priced or taxed ingredients such as sorghum or cassava.

The group's ABI subsidiary is South Africa's dominant soft drinks distributor, and also the local licensee for the Coca-Cola beverages portfolio in South Africa and 20 other markets across the region. The group also owns sparkling apple juice Appletiser, and held a 26% stake in wine and spirits group Distell, formed from the merger of Distillers Corporation South Africa and Stellenbosch Farmers' Winery Group. In 2014, with Coke's blessing, SABMiller merged its own bottling interests across Africa with those of investment group GFI to create Coca-Cola Beverages Africa. The merged group became the world's 10th largest Coke bottler with operations in 12 countries across the region and combined sales of almost $3bn. SABMiller was the dominant shareholder with a 54% stake, while GFI had most of the rest. Coca-Cola retained the remaining 11%. At the end of 2016, Coke reacquired control of the business for $3.15bn. SABMiller's total revenues from African beverages were $6.78bn in the year to 2016, contributing operating profit of $1.71bn.

In 2002, SAB transferred its Southern Sun division, then Africa's leading hotel group, into Tsogo Sun, an African-owned casino and hotels business. This now controls the Southern Sun portfolio of 81 hotels, including the local licenses in Africa for InterContinental Hotels & Resorts, Crowne Plaza, Holiday Inn, Formule 1 and the Paradise Sun hotel in the Seychelles. SABMiller retained a 49% stake in Tsogo Sun, but agreed in 2010 to merge that business with another local operator Gold Reef Resorts. SABMiller's stake in the enlarged business reduced to just under 40%. It finally divested that holding in summer 2014 in an institutional placement for around $1.1bn.

Europe slipped one place to become SABMiller's fourth biggest market by revenues in ye 2015, falling behind North America. SAB operated 21 breweries across the region, mainly in Central & Eastern Europe. Pilsner Urquell and Radegast are the two biggest breweries in the Czech Republic, with a combined 44% market share; the local #1 beer is SABMiller's Gambrinus supported by #2 Kozel. Dreher is the leading premium brand in Hungary, and the group also produces a variety of other beers and soft drinks under license. Kompania Piwowarska, now wholly owned, is the leading brewery group in Poland. Its flagship brand is Tyskie, Poland's #1 lager and one of the top 10 brands in Europe by volume, and is supported by #2 Zubr and premium brands Lech and flavoured Redd's. SABMiller strengthened its presence in Poland in 2008 with the purchase of #4 brewer Belgia. SAB also controls Romanian brewers Timisoreana and Ursus, Saris in Slovakia, and acquired a shareholding in Slovakia's Topvar in 2005.

Russian brewery Kaluga was until 2011 the #3 brewer in that market. Its main brand is Zolotaya Botchka and it also produces Miller and Holsten under licence. In 2012, SABMiller transferred control of this business to Turkish brewery Anadolu Efes, in return for a 24% shareholding in the merged company. Anadolu Efes was already the dominant brewer and soft drinks marketer in Turkey and already had a presence in Russia. The combined entity is now the #2 by value in Russia and equal #3 by volume.

Until recently, the group's sole outpost in Western Europe was Birra Peroni of Italy, which it acquired in 2003. Brands include local premium best-seller Peroni and Nastro Azzurro. There is also a presence in Spain's Canary Islands. In 2007, SABMiller announced an agreement to acquire family-owned Dutch brewer Grolsch for €816m. Until 2008 it was imported to the US by Anheuser-Busch. That agreement was terminated following the purchase, and local distribution is now managed by Miller. However, Grolsch is marketed in the UK under license by Coors.

SABMiller had no brewery interests in the UK, but established Miller Brands in 2005 to manage local marketing and distribution of imported products including Peroni, Urquell, Miller and Poland's Tyskie and Lech. Top-selling brand in the UK is Peroni, with take-home sales of £106m in the year to Apr 2016 (Nielsen, quoted in The Grocer) and significant restaurant sales. It has growing support from Polish import Tyskie, sales of which have grown steadily to almost £30m by ye 2016. The group has similar local import and marketing units in most other countries in the region where it has no directly owned brewing operations. Miller Genuine Draft is especially popular in Scotland, where it has a 20%-plus share of the premium packaged beer market. Until recently it was brewed in the UK under contract by Scottish & Newcastle. In 2008, the group apparently considered intervening in the planned break-up of S&N by Carlsberg and Heineken, but eventually decided against making a bid. Net sales excluding the Anadolu Turkish venture were $3.83bn in ye 2016.

In Asia, SABMiller owned a 49% stake in CR Snow, a joint venture with state-controlled China Resources Enterprises (CRE), which now operates more than 80 breweries throughout China, and overtook Tsingtao in 2007 as the country's largest brewer. Snow is China's best-selling beer by volume, with a national share of around 20%, equivalent to the #2 and #3 beers combined. It became the top-selling beer worldwide in 2011, overtaking the combined Bud Light/Budweiser family, with volumes of around 92m hectolitres. Other brands include Blue Sword, Singo and New3star. In 2013, CR Snow agreed to pay around $865m to acquire Guangdong's Kingway lager brand and seven associated breweries.

The success of the Snow joint venture erased memories of SabMiller's more troubled early ventures in China. In 2003 SABMiller acquired a 30% stake in the #4 brewery, Harbin. However this relationship was thrown into turmoil when Anheuser-Busch acquired a further 29% of Harbin a year later. This prompted SABMiller to launch a $535m hostile takeover of Harbin, the first hostile bid by a foreign company for a large Chinese group. However Harbin's management was known to favour a deal with Anheuser and publicly criticized SABMiller. Anheuser subsequently offered $715m to buy out the remaining shares in Harbin, and after some further consideration Miller decided to throw in the towel, selling its own shares in Harbin to its larger rival.

The group acquired a 50% stake in India's second largest brewer, Shaw Wallace, in 2002, and increased this stake to 99% in 2005. SABMiller India's brands include Haywards 5000 and Royal Challenge. The group acquired local rights to Foster's in India in 2006 and launched new national brand Indus Pride in 2008. Pacific Beverages was a joint venture in Australia with soft drinks distributor Coca-Cola Amatil which marketed SABMiller's premium international beer brands and also owns local brewer Bluetongue. It also serves as the local arm of global spirits distributor Maxxium, handling brands such as Absolut, Jim Beam, Remy Martin and Cointreau in Australia.

In 2011, SABMiller launched a takeover bid for Foster's Group of Australia, and its main brewery business Carlton United Brewers. Brands include Carlton Draught, VB and Crown. After several months of skirmishing over price, the Foster's board agreed to accept an offer of A$9.9bn, or A$11.5bn including Foster's debt. That deal also obliged SABMiller to acquire the 50% stake in Pacific Beverages held by Coca-Cola Amatil for A$305m. In general, beer prices across Asia are much lower than in more developed markets. As a result, although the region is the group's single biggest by volumes, combined net revenues from Asia Pacific were still only $3.65bn.

Acceptance of AB InBev's takeover required the unpicking of several of these different local operations in order to secure approval from regulators. As a result, completion of the main purchase in Oct 2016 has triggered a cascade of subsidiary disposals. The biggest of these was the acquisition by Molson Coors of SABMiller's 58% stake in their US joint venture MillerCoors for $12bn. China Resources paid $1.6bn to acquire the 49% stake it didn't own in Snow beer. Asahi Breweries paid $2.9bn to acquire Peroni, Grolsch and other brewing assets in Western Europe. SABMiller's Central & East European brewery business, comprising Urquell, Tyskie and other brands, was also put up for sale, and this too was acquired by Asahi for an additional $7.3bn. SABMiller's holding in South Africa's Distell wine and spirits division was sold to a local government-controlled pension fund. Coca-Cola Company said it will open negotiations to buy out SABMIller's 54% stake in Coca-Cola Beverages Africa.

Once all the horse trading is complete, AB InBev will be left with the remaining assets, primarily an extensive brewery footprint across Africa, and another collection of assets that will give it even greater dominance in Latin America, mostly in those markets where it is not already the local leader. It will also fill gaps in the Asia pacific region, such as Australia and India, and inherits the joint venture with Anadolu in Turkey and Russia.

Financials

Total group revenues for the year to March 2013, including SAB Miller's share of associates such as Miller Coors, rose 10% to $34.49bn. Net sales excluding joint ventures and affiliates were up 7% at $23.21bn. After a large jump in 2012 as a result of a $1.0bn one-off gain on the asset swap with Turkey's Anadolou Efes, attributable pretax profits for y 2013 slipped 22% to $3.27bn. Excluding exceptional items, comparable EBITDA was up 14%.

Full year performance for the year ending 2014 was flat, with gross revenues slipping 1% to $34.1bn despite a 1% increase in beer volumes. Net sales excluding affiliates and hotels were $22.31bn. Attributable profits edged up 4% to $3.4bn. There was another lacklustre year to 2015. The divestment of Tsogo Sun and the exclusion of partnerships such as Anadolu caused reported revenues to fall to $26.29bn. On a comparable basis, revenues slipped 2%. On an organic constant currency basis they rose 5%. Attributable net profits fell to $3.30bn.

Group gross revenues to March 2016 slipped 8% to $24.15. (At constant rates they would have risen 5%). Reported revenues fell 10% to $19.83bn while net profit was down 18% to $2.92bn.

Altria was the biggest shareholder in SABMiller with a 27% shareholding. Following the Grupo Bavaria acquisition, its former owners, the Santo Domingo family of Colombia have a stake of around 14% through investment company BevCo.

Management & Marketers

Graham Mackay, previously chief executive of SABMiller, became executive chairman in July 2012 following the retirement of longtime incumbent Meyer Khan. However he stepped down suddenly in April 2013 as a result of serious illness, and was succeeded by Alan Clark, previously COO. Mackay returned to the group in September as chairman following surgery, but his illness progressed and he passed away at the end of the year. John Manser became non-executive chairman. Virtually all executives departed following the break-up of SABMiller.

Background

The South African Brewery Company was founded in 1895 in what was then the small mining town of Johannesburg, at the centre of the Witwatersrand goldfields. It was floated on the Johannesburg Stock Exchange two years later, and the London Exchange in 1898. That year the company introduced Castle Lager, which was to be its flagship brand for the next 100 years. Despite the turmoil of the three-year Boer War, which began in 1899, The South African Brewery Company was the country's biggest non-mining business by 1902, and expanded into neighbouring Rhodesia and other territories during the first two decades of the century.

In the 1920s, the company moved into soft drinks in partnership with Schweppes, and acquired its own substantial glassworks to manufacture bottles. Further expansion into bars and hotels over the following years gave the company, now renamed South African Breweries, an extensive distribution network throughout southern Africa. In 1956, the company became by far the most dominant brewery in Africa when it acquired its two biggest South African rivals, Ohlsson's and Chandlers Union. However beer consumption in South Africa remained modest, limited by the country's severe apartheid laws to the comparatively small white population. However in 1962, the legal prohibition on consumption of alcohol by black South Africans was lifted, opening up the market substantially. It was to mark the beginning of a period of considerable growth for the company.

Over the next few years SAB negotiated local licenses to brew established brands such as Guinness, Amstel and Carling Black Label. In 1967, the company began to diversify, setting up a separate subsidiary, the South African Food Corporation, which acquired a selection of foods, tea and coffee interests. In 1969 SAB acquired management control of Retco Limited, the largest property development company in the country, previously controlled by developer Sol Kerzner. The group's portfolio of hotels and bars was consolidated as Southern Sun Hotels, and the company also acquired interests in furniture and footwear manufacturing and retailing. Groovy Beverages was established in 1970 as the company's soft drinks arm. In 1974 it took control of the local Schweppes operation through joint venture and acquired local licensing rights for Pepsi-Cola. Three years later, SAB swapped Pepsi for Coca-Cola, and spun off its retailing interests as Amalgamated Retail.

In 1979 SAB bought out virtually its only remaining brewery competitor, Rembrandt Group, giving it effective domination of the local beer market. At the same time the company restructured its other investments, reducing its stakes in vineyard group Stellenbosch and spirits company Distillers Corporation to 30%. Further acquisitions gave the group control of soft drink Appletiser and the Edgars retail group (sold in 2005). Southern Sun won the Holiday Inns franchise for South Africa in 1984, leading the group to spin out its hotels business outside South Africa as Sun International.

In the mean time however, South Africa was finding itself increasingly isolated in the world market as a result of its brutally enforced racial segregation laws. SAB had actually been among the first local businesses to introduce non-discriminatory employment laws, in 1978. However from 1985, a series of trade sanctions and boycotts began to be imposed on South Africa, affecting all commercial enterprises equally. SAB established a separate investment business in Europe, and over the next few years acquired a string of other diversified businesses as international companies began disinvesting in the country.

Finally in 1990, the South African government began steps to abandon racial segregation, and the country was opened up once again to international investment. In 1993, a year before the country's first landmark democratic election, SAB moved into central Europe, acquiring Hungary's largest brewer, Dreher. A year later SAB became joint venture partner in China's 2nd largest brewery, and moved back into other African countries. At the end of the decade the group also took control of the Czech Republic's two leading breweries, and later acquired control of several small breweries in Central America.

In 2002, the company was at the centre of a media row in the UK when papers allegedly disclosing plans by Interbrew for a hostile takeover of SAB were leaked to the British press. It later transpired that the documents were partly faked. Meanwhile, SAB was negotiating a more important deal of its own. In May 2002 the group announced an agreement to acquire Philip Morris Companies' Miller Brewing division for $3.6bn in stock. Although the #2 brewer in the US, Miller had for some time been Philip Morris's least dynamic division, with sales in steady decline since 1998.

The group also reduced its exposure to the hotels business. Operations outside Africa were sold back to Sol Kerzner in 2002 (becoming The One&Only Group), while the African Southern Sun business was transferred at the end of the year into Tsogo Sun, an African owned gambling and hotels group, in which SAB was already a minority shareholder.

Last full revision 12th October 2016


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