| Fri 21 May 2004, 15:29 | | NOTICE OF SCHEME MEETING |
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SUN INTERNATIONAL SA LIMITED - NOTICE OF SCHEME MEETING
Sun International (South Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1977/071333/06)
JSE Share code: SIS
ISIN: ZAE000010104
(`SISA`)
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number: 04/10616
(WITWATERSRAND LOCAL DIVISION)
In the ex parte application of
SUN INTERNATIONAL (SOUTH AFRICA) LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1977/071333/06)
Notice is given in terms of an Order of Court dated Tuesday, 11 May 2004 in the
above matter that the High Court of South Africa (Witwatersrand Local Division)
has ordered in accordance with the provisions of section 311 of the Companies
Act, 1973 (`the Companies Act`), a scheme meeting of members, other than Kersaf
Investments Limited (`Kersaf`) and the subsidiaries of Kersaf (`the Kersaf
Group`), recorded in the register as such at the close of business on Friday, 4
June 2004, or the date one business day prior to any adjourned meeting, holding
ordinary shares with a par value of 3 cents each (`SISA shares`) in the share
capital of Sun International (South Africa) Limited (`SISA`) (`scheme members`),
be held on Tuesday, 8 June 2004 at 09:30, or immediately after the conclusion of
the Kersaf general meeting to be held at 09:00 on Tuesday, 8 June 2004,
whichever is the later, in the boardroom 4th Floor, 27 Fredman Drive, Sandown,
Sandton, under the chairmanship of Advocate Arnold Subel SC or failing him any
other independent person nominated by Knowles Husain Lindsay Inc and sanctioned
by this Honourable Court, for the purpose of considering and, if deemed fit,
approving, with or without modification, the scheme of arrangement (`the
scheme`) proposed by Kersaf between SISA and the scheme members, which scheme
will be submitted to such meeting, provided that the SISA members at the scheme
meeting will not be entitled to agree any modification to the said scheme
without the prior consent of Kersaf and SISA.
The basic characteristic of the scheme is that, subject to the fulfilment of the
conditions precedent, by 30 September 2004, which are stated in paragraph 9 of
the scheme, all of the SISA shares, other than those held by the Kersaf Group,
will be acquired by Kersaf and the scheme members recorded in the register as
shareholders in SISA on the record date of the scheme (`the scheme
participants`) will receive:
- a share consideration of 1 ordinary share in Kersaf for every 13 ordinary
shares in SISA held by the scheme participants on the record date of the
scheme rounded to the nearest whole number (which date is expected to be
Friday, 9 July 2004) (`record date of the scheme`), credited as fully paid
up (`the share consideration`), or as an alternative, each scheme
participant may elect (failing which a scheme participant will be deemed to
have elected the share consideration) to receive either:
- cash of 350 cents per SISA share held on the record date of the
scheme, limited to a maximum aggregate cash outflow from Kersaf of
R400 million (`the cash consideration`); or
- a combination of the share consideration and the cash consideration,
and whereafter the listing of SISA on the JSE Securities Exchange
South Africa (`JSE`) will be terminated.
Scheme participants will be entitled to elect to receive the share consideration
and/or the cash consideration in any proportion of their choice and all such
elections will, if the cash consideration elections aggregate more than R400
million, be allocated on a pro rata basis by Kersaf with a maximum of R400
million cash being made available by Kersaf for this purpose.
To the extent that the aggregate cash consideration elected by scheme
participants exceeds R400 million and assuming a scheme participant has, for the
number of SISA shares as set out in the election, surrender and transfer form,
elected at least 25% of the scheme consideration in cash, a scheme participant
will receive a minimum of 25% of the scheme consideration in cash (for such SISA
shares as set out in the election, surrender and transfer form) and, to the
extent that such scheme participant has elected greater than 25% of the scheme
consideration in cash, such scheme participant will receive a pro rata
percentage share of the balance of the cash consideration available, based on
the ratio that the excess cash amount elected by such scheme participant stands
to the excess cash amount elected by all scheme participants, with any shortfall
being paid in Kersaf shares.
The scheme members recorded in the register as shareholders in SISA at the close
of business on Friday, 4 June 2004, may personally or by proxy attend, speak and
vote at the scheme meeting.
Copies of the scheme and explanatory statement in terms of section 312 of the
Companies Act, explaining the scheme, and a copy of the Order of Court convening
the scheme meeting will be sent to scheme members and may be obtained on request
from SISA at its registered office, 4th Floor, 27 Fredman Drive, Sandown,
Sandton or the office of the transfer secretaries, Computershare Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001 during normal business hours from
Wednesday, 12 May 2004.
Each scheme member who holds certificated shares or who holds dematerialised
shares through a Central Securities Depository Participant (`CSDP`) and has `own
name` registration may attend and vote in person or by representative at the
scheme meeting and may appoint any other person (who need not be a member of
SISA) as a proxy to attend, speak and vote in such member`s place. The required
form of proxy may be obtained on request from the registered office of SISA or
the office of the transfer secretaries at the addresses given above.
Each scheme member who holds dematerialised shares and does not have `own name`
registration must timeously inform his/her CSDP or broker should he/she wish to
attend, speak and vote at the scheme meeting and apply to his/her CSDP or broker
for a Letter of Representation enabling him/her to attend the scheme meeting or
timeously provide his/her CSDP or broker with his/her voting instruction in
order for the CSDP or broker to vote on his behalf at the scheme meeting. Each
form of proxy must be completed and signed in accordance with the instructions
printed thereon and must be lodged at or posted to the transfer secretaries to
be received no later than 09:30 on Monday, 7 June 2004, or 24 (twenty-four)
hours before any adjourned scheme meeting. Where there are joint holders of SISA
shares, any one of such persons may vote at the scheme meeting in respect of
such shares as if he/she was solely entitled thereto, but if more than one of
such joint holders be present or represented at the scheme meeting, then the one
of the said persons whose name stands first in the register in respect of such
shares or his/her proxy, as the case may be, shall alone be entitled to vote in
respect thereof, as if he/she were the sole holder of such shares.
In terms of the Order of Court, the chairperson of the scheme meeting will
report the result of such meeting to the above Honourable Court on Tuesday, 22
June 2004. A copy of such report will be available on request (free of charge)
to any scheme member from the registered office of SISA or from the office of
the transfer secretaries at the addresses referred to above, at least 1 (one)
week before such report back date. The scheme is subject to the fulfilment of
the conditions precedent stated in the scheme, one such condition being its
sanction by the above Honourable Court.
Advocate Arnold Subel SC
Chairperson of the scheme meeting
11 May 2004
Attorneys to the scheme
Knowles Husain Lindsay Inc
4th Floor, The Forum
2 Maude Street
Sandown
Sandton, 2196
(PO Box 782687, Sandton, 2146)
TEL: (011) 269-7909
Ref: Mr Fanie du Preez
Date: 21/05/2004 02:47:30 PM Produced by the JSE SENS Department
