| Tue 4 Nov 2003, 9:29 | | DISPOSAL OF "N" ORDINARY SHARES IN AFRISUN GAUTEN |
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SUN INTERNATIONAL - DISPOSAL OF "N" ORDINARY SHARES IN AFRISUN GAUTENG
(PROPRIETARY) LIMITED AND SUNWEST INTERNATIONAL
(PROPRIETARY) LIMITED
SUN INTERNATIONAL (SOUTH AFRICA) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1977/071333/06)
(ISIN : ZAE000010104
Share code: SIS
("SISA")
DISPOSAL OF "N" ORDINARY SHARES ("N SHARES") IN AFRISUN GAUTENG (PROPRIETARY)
LIMITED ("AFRISUN GAUTENG") AND SUNWEST INTERNATIONAL (PROPRIETARY) LIMITED
("SUNWEST")
1. Introduction
Afrisun Leisure Investments Propriety Limited ("Afrisun Leisure") holds 25%
of the "O" ordinary shares in Afrisun Gauteng, which operates the Carnival
City casino, and 17% of the "O" ordinary shares in SunWest, which operates
the GrandWest casino and the Table Bay Hotel.
In addition, in terms of the agreements entered into between SISA and
Afrisun Leisure in 1998 and 2000, Afrisun Leisure was granted options to
acquire up to 1 406 250 N shares in Afrisun Gauteng, representing an
effective economic interest in Afrisun Gauteng of 17,2%, and up to 1 592
359 N shares in SunWest, representing an effective economic interest in
SunWest of 11,5%. The N share options were granted to SISA"s various
empowerment partners to give them an opportunity to increase their economic
interests in the group"s casino companies to a level similar to their
voting interests. Voting interests are determined in accordance with the
voting rights attaching to the "O" ordinary shares, which are significantly
higher than those attaching to the N shares.
2. Exercise Of Options
On Friday, 31 October 2003 Afrisun Leisure exercised its options over, and
consequently SISA disposed of, 1 406 250 N shares in Afrisun Gauteng ("the
Gauteng disposal") for a total cash consideration of R141,3 million ("the
Gauteng consideration").Following the Gauteng disposal, SISA"s effective
economic interest in Afrisun Gauteng decreased from 87,1% to 69,9%.
Afrisun Leisure further exercised options over, and consequently SISA
disposed of, 1 321 008 N shares in SunWest ("the SunWest disposal") for a
total cash consideration of R125,5 million ("the SunWest
consideration").Following the SunWest disposal, SISA"s effective economic
interest in SunWest decreased from 69,8% to 60,3%.
The effective date of the Gauteng disposal and the SunWest disposal
(collectively "the disposals") is 31 October 2003.
The total consideration received by SISA in cash on 31 October 2003, being
the Gauteng consideration plus the SunWest consideration, amounts to R266,8
million ("total consideration"). SISA has applied the total consideration,
after providing for the payment of capital gains tax, to extinguish debt in
the SISA group.
3. Financial Effects Of The Disposals
The table below sets out the illustrative pro forma financial effects of
the disposals, assuming they had been effected for income statement
purposes on 1 July 2002 and for balance sheet purposes on 30 June 2003.
Before (1) After % change
Earnings per share ("EPS")(cents) 12.2 26.1 +113.9
(2)
Headline earnings per share 8.6 9.7 +12.8
("HEPS") (cents) (3)
Adjusted HEPS (cents) 3 15.0 16.1 +7.3
Net asset value ("NAV") per share 173 186 +7.5
(cents) (4)
Net tangible asset value ("NTAV") 144 159 +10.4
per share (cents) (4)
Notes:
1. The "Before" column has been extracted without adjustment from SISA"s
preliminary profit announcement for the year ended 30 June 2003.
2. The "After" column reflects the EPS for the year ended 30 June 2003,
decreased to take account of the loss of earnings arising from the
lower economic interest that SISA has in Afrisun Gauteng and SunWest
following the disposals and increased by the after-tax capital profit
made by SISA on the disposals and the interest accrued at an after-tax
interest rate of 8.4% on the total consideration less capital gains
tax.
3. The "After" column reflects the HEPS and adjusted HEPS for the year
ended 30 June 2003, decreased to take account of the loss of earnings
arising from the lower economic interest that SISA has in Afrisun
Gauteng and SunWest following the disposals and increased by the
interest accrued at an after-tax interest rate of 8.4% on the total
consideration less capital gains tax.
4. The "After" column reflects the NAV and NTAV per share at 30 June
2003, adjusted for the after tax capital gain realised from the
disposals.
Sandton
04 November 2003
Investment bank and sponsor:
Nedbank Corporate
Date: 04/11/2003 07:34:04 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
