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Sun International (South Africa) Limited - FIRM INTENTION BY KERSAF INVESTMENTS
LIMITED ("KERSAF") TO MAKE AN OFFER TO ACQUIRE THE ISSUED SHARE CAPITAL OF SISA
THAT IT DOES NOT ALREADY OWN AND FURTHER CAUTIONARY ANNOUNCEMENT
Sun International (South Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1977/071333/06)
Share code: SIS
ISIN: ZAE000010104)
("SISA")
FIRM INTENTION BY KERSAF INVESTMENTS LIMITED ("KERSAF") TO MAKE AN OFFER TO
ACQUIRE THE ISSUED SHARE CAPITAL OF SISA THAT IT DOES NOT ALREADY OWN AND
FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Kersaf has advised the board of directors of SISA ("the board") that it intends
to acquire all of the SISA shares that it does not already own ("the proposed
acquisition"). Kersaf has indicated that it intends to implement the proposed
acquisition by means of a scheme of arrangement in accordance with section 311
of the Companies Act, 61 of 1973, as amended ("the Act") ("the scheme"). Should
the scheme not be proposed or be unsuccessful, then Kersaf will make an
equivalent offer in terms of section 440K of the Act.
Kersaf currently effectively owns 62.4% of the issued share capital of SISA.
Shareholders are referred to the Kersaf announcement published simultaneously
with this announcement and providing details on the proposed acquisition.
2. TERMS OF THE PROPOSED ACQUISITION
The proposed acquisition consideration will comprise 1 Kersaf share for every 13
SISA shares ("the share consideration") held by SISA"s shareholders other than
Kersaf ("SISA minority shareholders"). As an alternative, SISA minority
shareholders can elect to receive cash of 350 cents per SISA share as part of
the proposed acquisition consideration, limited to a maximum aggregate cash
outflow from Kersaf of R400 million ("the cash consideration").
On the basis of the R400 million cash outlay, the proposed acquisition
consideration would equate to approximately 75% being payable in Kersaf shares
and the balance of 25% being payable in cash.
Kersaf has advised the board that certain SISA shareholders representing
approximately 26.4% of the voting rights of the SISA minority shareholders have
irrevocably undertaken to vote in favour of the scheme, while 19.3% of the SISA
minority shareholders have undertaken to accept the share consideration in full
settlement of the proposed acquisition consideration and have accordingly waived
any rights to the cash consideration to be offered by Kersaf to the SISA
minority shareholders ("the SISA irrevocable undertakings").
In addition to the SISA irrevocable undertakings, Allan Gray has undertaken to
recommend to its remaining clients on behalf of which it manages SISA shares,
which represent approximately 19.3% of the voting rights of SISA"s entire
shareholding base, or 51.3% of the voting rights of the SISA minority
shareholders, that they vote in favour of the proposed acquisition and to accept
the share consideration in full settlement of the proposed acquisition
consideration.
3. CONDITIONS PRECEDENT
The proposed acquisition is subject to the fulfilment of, inter alia, the
following conditions precedent:
* approvals of Kersaf shareholders in general meeting;
* in accordance with the requirements of section 311 of the Act and in the
likely event that the proposed acquisition is implemented by means of a scheme:
the scheme being approved at the scheme meeting by the requisite number of votes
of SISA shareholders, other than Kersaf;
* the High Court of South Africa sanctioning the scheme; and
* a certified copy of the Order of Court sanctioning the scheme being lodged
with, and registered by, the Registrar of Companies;
* all relevant provincial gaming licensing authorities approving of the proposed
acquisition; and
* insofar as may be necessary, all regulatory consents being received, including
the consent of the JSE Securities Exchange South Africa, the South African
Reserve Bank , the Securities Regulation Panel and such other regulatory
authorities as may be necessary for the implementation of the proposed
acquisition.
4. CASH CONFIRMATION
The SRP has been furnished with an independent written confirmation that Kersaf
has sufficient cash resources and/or facilities with which to meet its
obligations in terms of the cash consideration portion of the proposed
acquisition consideration.
5. RECOMMENDATIONS AND OPINIONS
The board has established an independent sub-committee to consider the proposed
acquisition and make a recommendation to the board. The board has appointed
Nedbank Capital as independent financial advisor to advise on the proposed
acquisition. The substance of such advice and the recommendation of the board
will be communicated to shareholders in due course.
It is anticipated that a detailed terms announcement, including financial
effects, Nedbank Capital"s opinion and the recommendation of the board will be
published on or about 12 May 2004. It is anticipated that the relevant
documentation will be posted to shareholders on the same date.
6. FURTHER CAUTIONARY ANNOUNCEMENT
SISA shareholders are advised to continue exercising caution when dealing in
their SISA shares until a further announcement regarding the proposed
acquisition is made.
Sandton
6 April 2004
Independent financial advisor and sponsor
Nedbank Capital, a division of Nedbank Limited
Legal advisor
Edward Nathan & Friedland
Date: 06/04/2004 05:53:44 PM Produced by the JSE SENS Department
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