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KERSAF - RESULTS OF THE GENERAL MEETING OF KERSAF SHAREHOLDERS
KERSAF INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1967/007528/06)
Share code: KER ISIN: ZAE000003844
(`Kersaf`)
RESULTS OF THE GENERAL MEETING OF KERSAF SHAREHOLDERS
Investec Bank Limited is authorised to announce that at the general meeting of
Kersaf shareholders held on Tuesday, 8 June 2004 (`the general meeting`) the
necessary special and ordinary resolutions relating, inter alia, to the
following were considered:
- the authorisation to the directors of Kersaf for Kersaf to acquire the
remaining 441 491 938 ordinary shares in the issued share capital of Sun
International (South Africa) Limited (`SISA`) that Kersaf and its
subsidiaries do not already own (`the proposed acquisition`) for a
consideration, comprising 1 Kersaf share for every 13 SISA shares held
(`the share consideration`) and/or the cash consideration of 350 cents per
SISA share, limited to a maximum aggregate cash outflow from Kersaf of R400
million, to be implemented via a scheme of arrangement (`the scheme`) in
terms of section 311 of the Companies Act, 1973, as amended;
- the increase in the authorised share capital of Kersaf by the creation of
40 000 000 new ordinary shares with a par value of 8 cents each in order to
enable the payment of the share consideration;
- the granting of specific authority to the directors of Kersaf to allot and
issue Kersaf shares to the SISA minority shareholders in terms of the
proposed acquisition; and
- the change of Kersaf`s name to Sun International Limited.
All the special and ordinary resolutions proposed at the general meeting were
passed by the requisite majority of Kersaf shareholders. The special resolutions
for the increase in Kersaf`s authorised share capital and the change of Kersaf`s
name have been lodged with the Registrar of Companies (`the Registrar`) for
registration.
The proposed acquisition has therefore been approved by Kersaf shareholders but
is still conditional upon approval by the relevant provincial gaming licensing
authorities, the sanctioning of the scheme by the High Court of South Africa
(Witwatersrand Local Division) and a certified copy of the Order of Court
sanctioning the scheme being lodged with, and registered, by the Registrar. A
further announcement will be made by Kersaf in due course.
Sandton
8 June 2004
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Attorneys
Hofmeyr Herbstein Gihwala Inc.
(Registration number 1997/001523/21)
Date: 08/06/2004 05:09:14 PM Produced by the JSE SENS Department
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