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Real Africa Holdings Limited - Exercise Of Call Options In Casino Operations
Real Africa Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/0003919/06)
Share code: RAH
ISIN: ZAE000008702
("RAH"
EXERCISE OF CALL OPTIONS IN CASINO OPERATIONS
1. INTRODUCTION
Afrisun Leisure Investments (Proprietary) Limited ("Afrisun"), a 60% held
subsidiary of RAH, has on 31 October 2003 exercised all its call options over 1
406 250 N shares held in Afrisun Gauteng (Proprietary) Limited ("African
Gauteng"). In addition, Afrisun has exercised call options over 1 321 008 N
shares in Sunwest International (Proprietary) Limited ("Sunwest") (collectively,
"the acquisitions"). The acquisitions were made for a total cash consideration
of R266.83 million, which was paid to Sun International (South Africa) Limited
("SISA"). Afrisun retains options over 271 351 N shares in Sunwest, which will
be exercised after obtaining approval from RAH shareholders in general meeting.
The purchase consideration has already been paid to SISA and was funded by way
of a loan from RAH to Afrisun. Afrisun will repay the loan by means of a rights
offer to Afrisun shareholders, which offer will be underwritten by RAH. RAH has
given its empowerment partners in Afrisun, who elect not to follow their rights,
call options on the shares to be issued to RAH as underwriter, in Afrisun as
follows:
- on the shares issued to acquire the interest in Sunwest, until 30 April
2005 at cost plus 22% interest per annum; and
- on the shares issued to acquire the interest in Afrisun Gauteng, until 28
February 2004 at cost plus the prime overdraft rate.
A decision to exercise the call options over shares in Afrisun KZN and Emfuleni
Resorts will be made at a later stage.
2. RATIONALE
The Afrisun Gauteng options expired on 31 October 2003 and the options on
Sunwest will expire on 30 April 2005. The board of RAH resolved to exercise
these options following valuations of Afrisun Gauteng and Sunwest.
3. FINANCIAL EFFECTS
Set out below are the pro forma financial effects of the acquisitions on the
audited published results of RAH for the year ended 31 March 2003 had the
acquisitions been effected on 1 April 2002 for earnings purposes and 31 March
2003 for net asset value purposes.
Before After %
(cents) (cents) change
Headline earnings per share 16.3 25.1 54.0%
Earnings per share 7.8 16.6 112.8%
Notes
1 The Before column is as published by RAH in its results for the year ended
31 March 2003.
2 The After column is based on weighted average number of shares in issue for
the year ended 31 March 2003 of 371.8 million.
3. The calculation of the headline earnings and earnings per share has assumed
that Afrisun would have continued to investment account for its investments in
Afrisun Gauteng and Sunwest and the empowerment partners in Afrisun Gauteng will
not follow their rights.
4. Interest on the debt raised for the cash consideration had been calculated
at an after tax interest rate of 11%.
There is no material financial effect on the net asset and net tangible asset
values of RAH, assuming that Afrisun would have continued to investment account
for its investments in Afrisun Gauteng and Sunwest.
4. DOCUMENTATION AND SALIENT DATES AND TIMES
A circular giving further details of the exercise of the Afrisun Gauteng and
Sunwest call options and convening a general meeting of shareholders, in order
to approve the exercise of the remaining options over 271 351 N shares in
Sunwest held by Afrisun, will be posted to shareholders on or before 3 December
2003. The salient dates and times are outlined below.
Circular and Notice of the general meeting 3 December 2003
sent to shareholders
Last day to lodge proxies for the general 9 January 2004
meeting
General meeting 12 January 2004
Publication of the results of the general 12 January 2004
meeting on SENS
Publication of the results of the general 13 January 2004
meeting in the press
The dates and times in this announcement are subject to change and any changes
will be announced on SENS and in the press.
Johannesburg
4 November 2003
Merchant Bank and Sponsor
Standard Corporate and Merchant Bank
(Registration number 1962/000738/06)
(A division of the Standard Bank of South Africa Limited)
Corporate Law Advisers and Consultants
Edward Nathan & Friedland (Pty) Limited
(Registration number 1999/026464/07)
Date: 04/11/2003 07:50:19 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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