Sun International - Disposal Of Sun International"
Sun International - Disposal Of Sun International`s Interest In City Lodge
Hotels Limited (`City Lodge`) and cautionary announcement
Sun International
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1967/007528/06)
Share code: SUI ISIN: ZAE000054995
(`Sun International`)
DISPOSAL OF SUN INTERNATIONAL`S INTEREST IN CITY LODGE HOTELS LIMITED (`CITY
LODGE`)
1. INTRODUCTION
Sun International shareholders are referred to the announcement released on the
Securities Exchange News Service (`SENS`) of the JSE Limited (`the JSE`) on
Wednesday, 23 March 2005 (`the disposal announcement`) in terms of which Sun
International announced its intention to dispose of all of the City Lodge
ordinary shares held by Sun International (`the proposed disposal`), amounting
to 38,6% of the total City Lodge shares in issue (`the City Lodge shares`).
In terms of the shareholders` agreement (`the shareholders` agreement`) entered
into between Sun International and Enderle S.A. (Proprietary) Limited
(`Enderle`), another major shareholder in City Lodge holding 12,6% of the City
Lodge shares in issue, Enderle has a pre-emptive right over Sun International`s
City Lodge shares (`the pre-emptive`).
Sun International therefore offered the City Lodge shares to Enderle in terms of
the pre-emptive, at a fixed price of R38.50 per City Lodge share (`the fixed
price`), on Wednesday, 23 March 2005. Enderle had 120 days to exercise the pre-
emptive, which period ended on Thursday, 21 July, 2005.
2. THE PRE-EMPTIVE
In terms of the pre-emptive the holder of the pre-emptive may acquire the City
Lodge shares to be disposed of by either Sun International or Enderle upon the
terms and conditions offered to it by that offeror, provided that if the holder
of the pre-emptive does not exercise the pre-emptive, the offeror may not
dispose of the City Lodge shares to third parties on more favourable terms and
conditions than those offered to the holder of the pre-emptive.
The shareholders` agreement also includes a clause whereby, should either Sun
International or Enderle wish to dispose of greater than 75% of their interest
in City Lodge and the remaining shareholder notifies the offeror within the pre-
emptive period that it wishes to dispose of the same proportion of its interest
in City Lodge, then the offeror shall not be entitled to dispose of its shares
unless it has procured a disposal on mutatis mutandis the same terms and
conditions for the remaining shareholder (`the go-along`).
3. IMPACT OF ENDERLE`S ACTIONS IN TERMS OF THE PRE-EMPTIVE AND GO-ALONG ON THE
PROPOSED DISPOSAL
Enderle did not exercise its pre-emptive right over the City Lodge shares nor
did Enderle exercise the go-along in respect of its shareholding of City Lodge
shares in terms of the shareholders` agreement.
Sun International therefore intends to proceed with the disposal of the City
Lodge shares as set out in the disposal announcement.
4. FURTHER DOCUMENTATION AND CAUTIONARY ANNOUNCEMENT
A further announcement setting out the detailed terms of the proposed disposal
(`the detailed terms announcement`) will be made to Sun International
shareholders in due course.
Shareholders of Sun International are accordingly advised to exercise caution
when dealing in their Sun International shares until such time as the detailed
terms announcement has been released by Sun International or a further
announcement is made in this regard.
Sandton
26 July 2005
Investment Bank to Sun International Attorneys to Sun International
Investec Corporate Finance Hofmeyr, Herbstein & Gihwala Inc
Sponsor to Sun International
Investec Bank
Date: 26/07/2005 03:39:04 PM
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