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KERSAF INVESTMENTS LIMITED AND SUN INTERNATIONAL (SOUTH AFRICA) LIMITED -
SANCTIONING BY THE HIGH COURT OF THE SISA SCHEME OF ARRANGEMENT
Kersaf Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/007528/06)
JSE Share code: KER
ISIN: ZAE000003844
(`Kersaf`)
Sun International (South Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1977/071333/06)
JSE Share code: SIS
ISIN: ZAE000010104
(`SISA`)
SANCTIONING BY THE HIGH COURT OF THE SISA SCHEME OF ARRANGEMENT
1. SANCTIONING OF THE SISA SCHEME OF ARRANGEMENT
Further to the announcements released on the Securities Exchange News
Service (`SENS`) of the JSE Securities Exchange South Africa on Tuesday, 8
June 2004 and published in the press on Wednesday, 9 June 2004,
respectively, shareholders are advised that the scheme of arrangement (`the
scheme`), in terms of section 311 of the Companies Act, 1973, as amended,
proposed by Kersaf between SISA and its shareholders, other than Kersaf and
its subsidiaries (`the SISA minority shareholders`), was sanctioned by the
High Court of South Africa (Witwatersrand Local Division) on Tuesday, 22
June 2004.
2. CONDITIONS PRECEDENT
The scheme is still subject to the fulfilment of the following conditions
precedent (`the conditions precedent`):
* approval by the remaining provincial gaming licensing authorities
(`the remaining gaming licensing authorities`), the last of which is
scheduled to be considered by no later than 31 July 2004; and
* the lodgement with and registration by the Registrar of Companies
(`the Registrar`) of the Order of Court sanctioning the scheme (`the
Order of Court`).
The Order of Court in respect of the scheme will be lodged for registration
with the Registrar once approval by all the remaining gaming licensing
authorities has been received by Kersaf. The scheme will not become
operative until such time as the Order of Court has been registered by the
Registrar. If the conditions precedent are not fulfilled by 30 September
2004, the scheme will lapse and will be of no force or effect.
3. FURTHER ANNOUNCEMENT
Shareholders are advised that, as a result of the above outstanding
conditions precedent, the dates relating to the final implementation of the
scheme, as previously announced on SENS on Wednesday, 12 May 2004, will be
revised. A further announcement regarding the status of the remaining
gaming licensing authorities` approval of the scheme, the registration of
the Order of Court by the Registrar, the final salient dates and times of
the scheme and details relating to the election and surrender procedures
for SISA minority shareholders, will be made in due course.
Sandton
22 June 2004
Merchant bank to Kersaf
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Independent advisor to SISA board of directors
NEDBANK CAPITAL
Corporate law advisors to SISA
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Sponsor to Kersaf
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to SISA
NEDBANK CAPITAL
Attorneys to Kersaf
Hofmeyr Herbstein Gihwala Inc.
(Registration number 1997/001523/21)
Transactional sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Reporting accountants and auditors to Kersaf and SISA
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Attorneys to the scheme
Knowles Husain Lindsay Inc Attorneys
(Registration number 2000/000004/21)
Date: 22/06/2004 05:35:03 PM
Produced by the JSE SENS Department
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