| Thu 29 Jul 2004, 9:07 | | FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT T |
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KERSAF / SISA - FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT TO THE SISA
SCHEME AND FINAL SALIENT DATES ANNOUNCEMENT
KERSAF INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1967/007528/06)
Share code: KER ISIN: ZAE000003844
(`Kersaf`)
SUN INTERNATIONAL (SOUTH AFRICA) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1977/071333/06)
Share code: SIS ISIN: ZAE000010104
(`SISA`)
FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT TO THE SISA SCHEME AND FINAL
SALIENT DATES ANNOUNCEMENT
1. FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT TO THE SCHEME
Further to the joint announcement released on the Securities Exchange News
Service (`SENS`) of the JSE Securities Exchange South Africa (`JSE`) on Tuesday,
22 June 2004 and published in the press on Wednesday, 23 June 2004, Kersaf and
SISA shareholders are advised that the remaining conditions precedent to the
scheme of arrangement in terms of section 311 of the Companies Act, 1973, as
amended (`the scheme`), proposed by Kersaf between SISA and its shareholders,
other than Kersaf and its subsidiaries (`the SISA minority shareholders`),
namely the approval by the remaining provincial gaming licensing authorities and
the lodgement with and registration by the Registrar of Companies of the Order
of Court sanctioning the scheme have been fulfilled.
2. SCHEME CONSIDERATION AND SURRENDER OF DOCUMENTS OF TITLE IN RESPECT OF SISA
SHARES
2.1 Scheme consideration
In terms of the scheme, the SISA minority shareholders recorded in the
register of SISA shareholders at the close of business on the record date of the
scheme (`the scheme participants`), which date will be Friday, 13 August 2004
(`the scheme record date`), will be entitled to receive:
- 1 ordinary share in Kersaf for every 13 ordinary shares in the issued
capital of SISA (`SISA shares`) held by the scheme participants on the scheme
record date, rounded to the nearest whole number, credited as fully paid-up
(`the share consideration`);
or as an alternative, at the election of each scheme participant, either:
- cash of 350 cents per SISA share held by each scheme participant 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,
(collectively, `the scheme consideration`).
In the event that a scheme participant does not make a valid election, as set
out above, by 12:00 on the scheme record date, that scheme participant will be
deemed to have elected the share consideration.
To the extent that the aggregate cash consideration elected by scheme
participants exceeds R400 million and assuming a scheme participant has 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 and, to the extent
that such scheme participant has elected greater than 25% 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 ordinary shares.
2.2 Procedure for certificated SISA minority shareholders for the receipt of
the scheme consideration and surrender of documents of title in respect of the
SISA shares for certificated SISA minority shareholders
The scheme consideration will be posted on or about Monday, 16 August 2004 to
those scheme participants who hold SISA shares in certificated form
(`certificated scheme participants`) and who have surrendered their documents of
title on or before Friday, 13 August 2004, on a duly completed election,
surrender and transfer form (white) as attached to the circular posted to SISA
shareholders on Wednesday, 12 May 2004 (`the scheme circular`). The election,
surrender and transfer form (white) must also be used to indicate the election
to be made in respect of the share consideration or the cash consideration, or a
combination thereof, by certificated scheme participants, which must be received
by the transfer secretaries by 12:00 on the scheme record date.
Accordingly, if they have not already done so, certificated scheme
participants should surrender their documents of title as soon as possible to
the transfer secretaries, Computershare Investor Services 2004 (Pty) Ltd, Ground
Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)
in order to receive the scheme consideration timeously.
In respect of those certificated scheme participants who surrender their
documents of title after Friday, 13 August 2004, the scheme consideration will
be posted within five business days of the receipt by the transfer secretaries
of a properly completed surrender section of the election, surrender and
transfer form (white) together with all the relevant documents of title in
respect of their SISA shares.
Should a certificated scheme participant not make a valid election in
accordance with the instructions outlined in the election, surrender and
transfer form (white), the certificated scheme participant shall be deemed to
have elected the share consideration in respect of all his/her SISA shares.
The share consideration due to such certificated scheme participant will only be
payable upon receipt by the transfer secretaries of the properly completed
surrender section of the election, surrender and transfer form (white) together
with all the relevant documents of title in respect of all his/her SISA shares.
2.3 Procedure for receipt of the scheme consideration by dematerialised
scheme participants
Scheme participants who hold SISA shares in dematerialised form
(`dematerialised scheme participants`) are required to notify their duly
appointed Central Securities Depository Participant (`CSDP`) or broker of their
election in the manner and by the deadline stipulated by their CSDP or broker.
Dematerialised scheme participants will, on the scheme becoming operative,
have their holdings withdrawn and the scheme consideration credited to their
CSDP or broker account, in terms of the agreement entered into between the
dematerialised scheme participant and his/her CSDP or broker. Such credits will
be made on the operative date of the scheme.
2.4 Election, surrender and transfer form
A copy of the election, surrender and transfer form (white), (as attached to
the scheme circular) will be posted to SISA shareholders together with a copy of
this announcement on or about Thursday, 29 July 2004.
Additional election, surrender and transfer forms may also be obtained from
the offices of the transfer secretaries Computershare Investor Services 2004
(Pty) Ltd, Ground Floor, 70 Marshall Street, Johannesburg, 2001.
3. CHANGE OF KERSAF`S NAME TO SUN INTERNATIONAL LIMITED AND SURRENDER OF
DOCUMENTS OF TITLE IN RESPECT OF KERSAF SHARES
3.1 Change of Kersaf`s name
The name of Kersaf will be changed to `Sun International Limited` as from the
commencement of business on Friday, 6 August 2004, and will be effective on the
JSE under the abbreviated name `SUNINT` in the `Leisure, Hotels & Entertainment`
sector of the JSE list as from the same date. The new ISIN of `Sun International
Limited` will be ZAE000054995 and the JSE code will be SUI.
3.2 Forms of surrender
In order to receive share certificates reflecting the `Sun International
Limited` name, certificated Kersaf shareholders must complete the form of
surrender (pink) attached to the circular posted to Kersaf shareholders on
Wednesday, 12 May 2004 (`the Kersaf circular`) and return the form of surrender
together with the relevant share certificate(s) or other documents of title to
the transfer secretaries in accordance with the instructions contained therein.
A further form of surrender (pink) (as attached to the Kersaf circular) will
be posted to Kersaf shareholders together with a copy of this announcement on or
about Thursday, 29 July 2004.
Additional forms of surrender may also be obtained from the offices of the
transfer secretaries, Computershare Investor Services 2004 (Pty) Ltd, Ground
Floor, 70 Marshall Street, Johannesburg, 2001. Dematerialised Kersaf
shareholders do not need to take any action with regard to the change of
Kersaf`s name as their shareholding particulars will be automatically updated by
their CSDP or broker.
Share certificates reflecting the `Sun International Limited` name will be
posted, by registered post, at the risk of certificated Kersaf shareholders on
or about Monday, 16 August 2004 to those certificated Kersaf shareholders, who
have surrendered their documents of title by the record date of the change of
name being, Friday, 13 August 2004 (`record date of the change of name`), or
within five business days of receipt of the existing documents of title if such
documents of title are received after the record date of the change of name.
4. SALIENT DATES AND TIMES
2004
Last day to trade SISA shares on the JSE in order to be
recorded in the register on the scheme record date Thursday, 5 August
Last day to trade under the Kersaf name Thursday, 5 August
Date of suspension of SISA`s listing on the JSE from
the commencement of business Friday, 6 August
Kersaf name change effected and commencement of trade
under the `Sun International Limited` name Friday, 6 August
Record date of the change of name Friday, 13 August
Record date of the scheme to determine participation
in the scheme Friday, 13 August
The election record date on which the election period
closes at 12:00 by which time scheme participants must
have elected to receive the cash consideration, failing
which the scheme participants will be deemed to have
elected the share consideration (see note 1) Friday, 13 August
Operative date of the scheme from the commencement
of business Monday, 16 August
Date from which the scheme consideration will be made
available or posted to certificated scheme participants.
Dematerialised scheme participants will have the
scheme consideration credited to their account held
at their CSDP or broker on the operative
date (see note 4) Monday, 16 August
New share certificates reflecting the change of name
posted, by registered post, to certificated Kersaf
shareholders who have surrended their documents of title
by the record date of the change of name. Dematerialised
Kersaf shareholders will have their accounts held
at their CSDP or broker updated Monday, 16 August
Termination of SISA`s listing on the JSE from
the commencement of business Wednesday, 18 August
Notes:
1. Dematerialised scheme participants are required to notify their duly
appointed CSDP or broker of their election in the manner and by the deadline
stipulated by their CSDP or broker. Certificated scheme participants are
required to complete the election, surrender and transfer form (white) which was
included in the scheme circular to be received by the transfer secretaries by
12:00 on the scheme record date.
2. No dematerialisation or rematerialisation of SISA or Kersaf shares will take
place after Thursday, 5 August 2004.
3. All times indicated above are South African times.
4. In the event that the aggregate cash consideration elected by scheme
participants exceeds R400 million, the payment of the cash consideration to
scheme participants may only be made on Tuesday, 17 August 2004.
Sandton
29 July 2004
Merchant bank to Kersaf
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Transactional sponsor to the scheme
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Kersaf
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to the scheme
Knowles Husain Lindsay Inc Attorneys
(Registration number 2000/000004/21)
Attorneys to Kersaf
Hofmeyr Herbstein & Gihwala Inc.
(Registration number 1997/001523/21)
Sponsor to SISA
Nedbank Capital
Independent advisor to SISA board of directors
Nedbank Capital
Reporting accountants and auditors to Kersaf and SISA
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Corporate law advisors to SISA
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Date: 29/07/2004 07:54:06 AM Produced by the JSE SENS Department
