| Mon 16 Aug 2004, 18:09 | | Results Of The Election Of The SISA Scheme Conside |
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Sun International/SISA - Operation Of The SISA Scheme And Results Of The
Election Of The SISA Scheme Consideration
Sun International Limited
(Formerly Kersaf Investments Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1967/007528/06)
Share code: SUI ISIN: ZAE000054995
(`Sun International`)
SUN INTERNATIONAL
(SOUTH AFRICA) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1977/071333/06)
Share code: SIS ISIN: ZAE000010104
(`SISA`)
OPERATION OF THE SISA SCHEME AND RESULTS OF THE ELECTION OF THE SISA SCHEME
CONSIDERATION
1. OPERATION OF THE SISA SCHEME
Further to the joint announcement released on the Securities Exchange News
Service (`SENS`) of the JSE Securities Exchange South Africa (`JSE`) and
published in the press on Thursday, 29 July 2004, advising shareholders 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 Sun
International between SISA and its shareholders other than Sun International 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 had been fulfilled, Investec Bank Limited is authorised to announce that
the scheme became operative with effect from Monday, 16 August 2004.
2. RESULTS OF the ELECTION OF THE SISA SCHEME CONSIDERATION
2.1 Scheme consideration
In terms of the scheme, 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`), being Friday, 13
August 2004 (`the scheme record date`), were entitled to receive:
2.1.1 one ordinary share in Sun International 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:
2.1.2 cash of 350 cents per SISA share held by each scheme
participant limited to a maximum aggregate cash outflow from
Sun International of R400 000 000 (`the cash
consideration`); or
2.1.3 a combination of the share consideration and the cash
consideration,
(collectively `the scheme consideration`).
In the event that a scheme participant had not made a valid election, as set out
above, by 12:00 on the scheme record date, that scheme participant would be
deemed to have elected the share consideration.
To the extent that the aggregate cash consideration elected by scheme
participants exceeded R400 000 000 and assuming a scheme participant had elected
at least 25% of the scheme consideration in cash, a scheme participant would
receive a minimum of 25% of the scheme consideration in cash and, to the extent
that such scheme participant had elected greater than 25% in cash, such scheme
participant would 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 stood to the excess cash amount elected by all scheme
participants, with any shortfall being paid in Sun International ordinary
shares.
Shareholders are informed that:
* scheme participants holding 326 511 492 SISA shares, representing 74,0% of
the shares held by SISA minority shareholders, have elected to receive the
share consideration, resulting in the issue of a further 25 116 410 Sun
International shares;
* scheme participants holding 99 040 015 SISA shares, representing 22,4% of
the shares held by SISA minority shareholders, have elected to receive the
cash consideration which totals R346 640 052,50. As these elections fall
below the aggregate cash consideration of R400 000 000 referred to above,
there will be no pro-rating of the cash consideration elected by scheme
participants who will accordingly receive payment of the full amount of the
cash consideration as elected by them; and
* scheme participants holding 15 940 431 SISA shares, representing 3,6% of
the shares held by SISA minority shareholders, had not made an election by
the scheme record date and accordingly, have been deemed to have elected
the share consideration, which will result in the issue of a further 1 226
187 Kersaf shares in due course.
The elections as indicated above will therefore result in:
* the issue by Sun International of a further 26 342 597 shares, increasing
its total issued share capital to 116 392 903 shares; and
* the payment by Sun International of an aggregate cash consideration of R346
640 052,50.
3. CHANGE OF KERSAF INVESTMENTS LIMITED`S (`Kersaf`) NAME TO SUN INTERNATIONAL
LIMITED
Shareholders are reminded that the name of Kersaf was changed to `Sun
International Limited` as from 6 August 2004, from which date it also became
effective on the JSE under the abbreviated name `SUNINT` in the `Leisure, Hotels
& Entertainment` sector of the JSE list.
Share certificates reflecting the `Sun International Limited` name were posted
by registered mail, at the risk of certificated Sun International shareholders,
on Monday, 16 August 2004 to those certificated Sun International shareholders,
who 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
will be posted 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.
Sandton
16 August 2004
Merchant bank to Sun International
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 Sun International
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to SISA
Nedbank Capital
Attorneys to Sun International
Hofmeyr Herbstein Gihwala Inc.
(Registration number 1997/001523/21)
Transactional sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Reporting accountants and auditors to Sun International 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: 16/08/2004 05:55:19 PM
Produced by the JSE SENS Department
