| Fri 20 Jan 2012, 12:12 | | SUI/RAH - Sun International Limited/ Real Africa H |
|
RAH SUI
RAH SUI
SUI/RAH - Sun International Limited/ Real Africa Holdings Limited - Acceptance
of the offer in terms of Section 124
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN:ZAE000097580
("Sun International")
REAL AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/003919/06)
(Share code: RAH)
(ISIN: ZAE000008702)
("RAH" or "the Company")
ACCEPTANCES OF THE OFFER TO THE SHAREHOLDERS OF RAH AND SALIENT DATES AND TIMES
RELATING TO THE NOTIFICATION IN TERMS OF SECTION 124 OF THE COMPANIES ACT, 2008
(ACT 71 OF 2008), AS AMENDED ("COMPANIES ACT")
1 LEVEL OF ACCEPTANCES OF THE OFFER AND NOTIFICATION IN TERMS OF SECTION 124
OF THE COMPANIES ACT
Sun International is pleased to announce that as at close of business on
Wednesday, 18 January 2012, the last practicable date, Sun International
(South Africa) Limited ("the offeror") has received acceptances from RAH
shareholders in respect of 115 376 759 RAH shares equating to 95.1% of all
of the RAH shares but specifically excluding the RAH shares held by the
offeror and any treasury RAH shares ("the offer shares").
As the offer has been accepted by RAH shareholders holding at least 90% of
the offer shares, the offeror intends to exercise its entitlement, by means
of the notice provided within the circular to be posted to RAH shareholders
on or about Friday 20 January 2012, to compulsorily acquire, on the same
terms and conditions contained in the offer circular dated 5 December 2011
("offer circular"), the remaining offer shares in accordance with the terms
of section 124 of the Companies Act.
2 SUSPENSION AND TERMINATION OF THE LISTING OF RAH SHARES ON THE JSE LIMITED
The listing of RAH shares will be suspended on the JSE Limited ("JSE") with
effect from the commencement of trade on the JSE on Monday, 30 January 2012
and terminated with effect from the commencement of trade on the JSE on
Thursday, 22 March 2012, unless an application is made to the High Court of
South Africa ("the Court") to prevent the compulsory acquisition of the
remaining offer shares in terms of section 124 of the Companies Act and the
Court orders that the offeror shall not be entitled to invoke the
compulsory acquisition of the remaining offer shares or the Court imposes
conditions or terms which are different from those in the offer circular.
3 SALIENT DATES AND TIMES
2012
Notice given in terms of section 124 of Friday, 20 January
the Companies Act
Last day to trade RAH shares Friday, 27 January
Listing of RAH shares suspended on the Monday, 30 January
JSE with effect from the commencement of
trade
Offer consideration record date on which Friday, 3 February
RAH shareholders must be recorded in the
register in order to participate in the
offer
Offer consideration posted to offer Offer consideration settlement
participants who have not dematerialised dates, being within six business
their RAH shares (offer participants days after acceptance of the
will receive either a direct deposit or offer until the sixth business
a posted cheque) day after the closing date
Offer consideration credited to the CSDP Offer consideration settlement
or broker, as the case may be, of offer dates, being within six business
participants who have dematerialised days after acceptance of the
their RAH shares and whose acceptance of offer until the sixth business
the offer has been received by the day after the closing date
transfer secretaries
Last day to apply to the Court in terms Friday, 9 March
of section 124(2) of the Companies Act
Closing date of the offer at 12:00 Friday, 9 March
Compulsory acquisition of the RAH shares Monday, 12 March
held by the remaining RAH shareholders
who have not accepted the offer
contained in the offer circular will be
implemented, in accordance with section
124(5) of the Companies Act and the JSE
settlement procedures, on the
commencement of business
Date of payment of the offer Tuesday, 20 March
consideration to RAH, if no order has
been made in terms of section 124(2) of
the Companies Act
Termination of the listing of RAH shares Thursday, 22 March
on the JSE from the commencement of
trade
Notes:
1 The above dates and times are subject to amendment at the discretion
of the offeror, subject to prior written approval from the Takeover
Regulation Panel being obtained. Any such amendment will be released
on SENS and published in the South African press.
2 Certificated RAH shareholders are required to complete and return the
form of acceptance, surrender and transfer (blue) attached to the
offer circular in accordance with the instructions contained therein
to be received by the transfer secretaries by no later than 12:00 on
the closing date.
3 In the case of certificated RAH shareholders who have accepted the
offer and who have surrendered their documents of title, payment of
the offer consideration will be made by cheque or deposited directly
into each such RAH shareholder`s bank account, whichever a
certificated RAH shareholder may instruct, at the risk of the RAH
shareholder concerned.
4 Dematerialised RAH shareholders (including own-name dematerialised RAH
shareholders) are required to notify their duly appointed CSDP or
broker timeously of their intention to accept the offer in the manner
and time stipulated in the agreement governing the relationship
between the dematerialised RAH shareholder and his CSDP or broker.
5 In the case of dematerialised RAH shareholders (including own-name
dematerialised RAH shareholders), payment of the offer consideration
will be made by crediting their accounts at the CSDP or broker, as the
case may be, in accordance with the agreement governing the
relationship between the dematerialised RAH shareholder and the CSDP
or broker concerned.
6 No dematerialisation or rematerialisation of RAH shares will take
place between the first business day after the last day to trade, in
order for RAH shareholders to participate in the offer, and the
closing date, both days inclusive.
7 All dates and times indicated above are South African dates and times.
4 ACTIONS TO BE TAKEN BY RAH SHAREHOLDERS
RAH shareholders are requested to follow the procedures for acceptance of
the offer as contained in paragraph 3.8 of the offer circular.
5 RESPONSIBILITY STATEMENT
Sun International and the independent directors of RAH accept
responsibility for the information contained in this announcement. To the
best of their respective knowledge and belief, the information contained in
this announcement is true and nothing has been omitted which is likely to
affect the import of the information.
Johannesburg
20 January 2012
Investment bank to Sun Sponsor to Sun Attorneys to Sun
International International International
Investec Bank Limited Investec Bank Limited ENS
Sponsor to RAH Attorneys to RAH
Investec Bank Limited Bowman Gilfillan
Date: 20/01/2012 11:59:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
