| Tue 30 Aug 2011, 9:00 | | RAH - Real Africa Holdings Limited - Expression of interest by Sun International |
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RAH
RAH
RAH - Real Africa Holdings Limited - Expression of interest by Sun International
Limited to acquire the entire issued share capital of RAH
REAL AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/003919/06)
Share code: RAH ISIN: ZAE000008702
("RAH")
EXPRESSION OF INTEREST BY SUN INTERNATIONAL LIMITED ("SUN INTERNATIONAL") TO
ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF RAH
1 Introduction
Further to the withdrawal of cautionary announcement dated 16 May 2011
shareholders of RAH are advised that Sun International has submitted an
expression of interest letter to the RAH Board ("the Sun International
Proposal") wherein it has confirmed its interest in making an offer to the
shareholders of RAH to acquire all of the issued ordinary share capital of
RAH that Sun International does not already own (the "Proposed Offer"),
should the conditions precedent to the proposed restructure of Sun
International and Grand Parade Investment Limited`s ("GPI") common
interests in certain Sun International subsidiaries, one of which is RAH
("the Proposed Restructure"), be fulfilled.
2 Background to Proposed Offer
Sun International has advised that an indivisible part of the Proposed
Restructure is that, subject to the fulfilment of the conditions precedent
specific to the Proposed Restructure and the fulfillment or waiver, as the
case may be, of the conditions precedent to the Proposed Offer as set out
in paragraph 4 below, Sun International, through its wholly owned
subsidiary Sun International (South Africa) Limited ("SISA"), will acquire
from GPI and its wholly owned subsidiary their 110 641 690 RAH shares
representing 30.57% of the entire issued share capital of RAH (excluding
treasury shares) as part of an offer to all RAH shareholders, other than
SISA, in terms of section 124 of the Companies Act No. 71 of 2008, as
amended by the Companies Amendment Act No. 3 of 2011 (the "Companies Act").
3 Terms of the Proposed Offer
The Proposed Offer consideration amounts to 408 cents per RAH ordinary
share payable in cash. The Proposed Offer consideration shall be increased
by the cash flows of RAH available for distribution plus a pro rata share
of the dividends to be received from RAH`s underlying investments, up until
the date that the Proposed Offer is made, if applicable, in accordance with
RAH`s prevailing dividend policies and current practice (subject to
funding, solvency and liquidity requirements). To the extent that
dividends are declared and paid by RAH to its shareholders prior to
implementation of the Proposed Offer, the aforesaid price shall not be
adjusted.
4 Conditions precedent to Proposed Restructure and the Proposed Offer
The making of the Proposed Offer is subject to the fulfilment of inter alia
the following conditions precedent:
* the approval by GPI shareholders of the ordinary resolutions required
to implement the Proposed Restructure;
* the approval of the Proposed Restructure by the Competition
Authorities as contemplated in the Competition Act, No. 89 of 1998, as
amended; and
* the approval of the related party transaction by the Western Cape
Gambling and Betting Board and Gauteng Gambling Board
(collectively "the Pre-Condition")
The RAH Board has been advised that Sun International shareholders have
approved the Proposed Restructure and applications have been made to all
the applicable regulatory authorities for approval of the Proposed
Restructure. GPI shareholders are expected to vote on the Proposed
Restructure at a general meeting scheduled for 14 September 2011.
Once the Pre-Condition has been fulfilled, the Proposed Offer will be made
but will be subject to the fulfillment of the following condition
precedent:
* by no later than 1 February 2012 (or such other date as may be agreed
to between Sun International and GPI) all of the necessary regulatory
approvals and/or consents to effect the Proposed Offer, to the extent
required, have been granted, including, but not limited to, the
Takeover Regulation Panel and the JSE Limited.
If the pre-condition is not fulfilled, Sun International has stated that it
shall not become obliged to make the Proposed Offer.
5 RAH Shareholder support for the Proposed Offer
On the basis that, if the pre-condition is fulfilled and the Proposed Offer
is made, GPI and its wholly owned subsidiary, who collectively hold 110 641
690 RAH shares (30,57% of the RAH shares in issue excluding treasury
shares) have irrevocably and unconditionally undertaken to accept the
Proposed Offer within 2 days of the Proposed Offer being made.
6 Further announcement
RAH shareholders will be notified should a firm offer be received.
Sandton
30 August 2011
Legal advisor Sponsor
Bowman Gilfillan Investec Bank Limited
Date: 30/08/2011 09:00:02 Produced by the JSE SENS Department.
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