| Mon 29 Aug 2005, 12:27 | | Sun International - Results Of The Sun Internation |
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Sun International - Results Of The Sun International Scheme And General Meetings
Sun International Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/007528/06)
Share code: SUI & ISIN: ZAE000054995
(`Sun International`)
RESULTS OF THE SUN INTERNATIONAL SCHEME AND GENERAL MEETINGS
RESULTS OF THE MEETINGS
Further to the announcement published on the Securities Exchange News Service
(`SENS`) of the JSE Limited (`the JSE`) on Wednesday, 3 August 2005 and in the
press on Thursday, 4 August 2005, Sun International shareholders are advised
that:
The scheme of arrangement (`the scheme`) in terms of section 311 of the
Companies Act, 1973, as amended, proposed by 2 wholly-owned subsidiaries of Sun
International (`the Sun International Subsidiaries`) between Sun International
and its shareholders, has been approved by 93.81% of votes exercised by Sun
International`s shareholders present and voting at the scheme meeting held on
Monday, 29 August 2005.
Application will be made to the High Court of South Africa (Witwatersrand Local
Division) (`the Court`) on Tuesday, 6 September 2005 at 10:00 or as soon
thereafter as Counsel may be heard for the sanctioning of the scheme. The Court
is located in the High Court Building, von Brandis Square, corner Pritchard and
von Brandis Streets, Johannesburg.
At the general meeting held on Monday, 29 August 2005, the requisite majority of
Sun International shareholders approved the resolutions necessary to authorise
the acquisition by the Sun International Subsidiaries of Sun International`s
ordinary shares in terms of the scheme.
CONDITIONS PRECEDENT
The remaining outstanding conditions precedent to the scheme are the
registration by the Registrar of Companies (`the Registrar`) of the special
resolution by Sun International authorising the Sun International Subsidiaries
to repurchase Sun International shares in terms of the scheme, the sanctioning
of the scheme by the Court and the registration by the Registrar of the Order of
Court sanctioning the scheme.
THE SCHEME CONSIDERATION
The consideration due to Sun International shareholders in terms of the scheme
will comprise such number of City Lodge Hotels Limited (`City Lodge`) shares at
the fixed price of R38.50 per share as will be determined with reference to the
market price of Sun International shares on the JSE (`the purchase ratio`) at
the close of business on the date on which the scheme becomes unconditional,
which disposal date is expected to be Wednesday, 7 September 2005, or such later
date as announced on SENS and in the press (`the disposal date`).
The resultant number of Sun International shares (`the resultant number`) to be
acquired by the Sun International Subsidiaries will be determined with reference
to the 16,287,604 City Lodge shares being disposed of divided by the purchase
ratio. The Sun International Subsidiaries shall acquire the resultant number
from the Sun International shareholders pro rata to their holdings in the total
issued share capital of Sun International.
If the scheme becomes unconditional on or before Wednesday, 7 September 2005 and
the relevant City Lodge shares are transferred to the Sun International
shareholders on or about Monday, 26 September 2005, as per the timetable set out
in the circular to the Sun International shareholders dated Friday, 5 August
2005, the Sun International shareholders will become entitled to the final
dividend declared by City Lodge for the year ended 30 June 2005 of 109 cents per
share payable to City Lodge shareholders on Monday, 3 October 2005 (`the City
Lodge dividend`), by virtue of the record date for registration as a shareholder
of City Lodge for purposes of receipt of the City Lodge dividend, being Friday,
30 September 2005.
CHAIRMAN`S REPORT
Free copies of the Chairman`s report on the scheme meeting will be available to
Sun International shareholders on request from Monday, 29 August 2005 during
normal business hours from the registered offices of Sun International, 4th
Floor, 27 Fredman Drive, Sandown, Sandton or from the office of the transfer
secretaries, Computershare Investor Services 2004 (Proprietary) Limited, Ground
Floor, 70 Marshall Street, Johannesburg.
FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court,
the purchase ratio and resultant number of Sun International shares to be
acquired, final salient dates and times of the scheme and details of the
surrender procedure for Sun International shares, will be made to shareholders
in due course.
Sandton
29 August 2005
Investment Bank
Investec Corporate Finance
Attorneys
Hofmeyr, Herbstein & Gihwala Inc
Reporting accountants and auditors
PricewaterhouseCoopers Inc
Sponsor
Investec Bank
Date: 29/08/2005 12:01:04 PM
Produced by the JSE SENS Department
