| Wed 7 Sep 2005, 14:27 | | FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT |
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Sun International - Fulfilment Of The Remaining Conditions Precedent And Final
Salient Dates Announcement
Sun International Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/007528/06)
Share code: SUI ISIN: ZAE 000054995
(`Sun International` or `the company`)
FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT TO THE SCHEME AND FINAL SALIENT
DATES ANNOUNCEMENT
1. FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT TO THE SCHEME
Further to the announcement released on the Securities Exchange News Service
(`SENS`) of the JSE Limited (`the JSE`) on Monday, 29 August 2005, Sun
International shareholders are advised that all the remaining conditions
precedent to the scheme of arrangement in terms of section 311 of the Companies
Act, 1973, as amended (`the Companies Act`), (`the scheme`), proposed by 2
wholly-owned subsidiaries of Sun International (`the Sun International
Subsidiaries`) between Sun International and its shareholders, namely the
registration by the Registrar of Companies of the special resolution by Sun
International authorising the Sun International Subsidiaries to repurchase Sun
International shares in terms of the scheme, the sanction of the scheme by the
High Court of South Africa (Witwatersrand Local Division) and the lodgement with
and registration by the Registrar of Companies of the Order of Court sanctioning
the scheme, have been fulfilled on Tuesday, 6 September 2005.
2. SCHEME CONSIDERATION AND SURRENDER OF DOCUMENTS OF TITLE IN RESPECT OF SUN
INTERNATIONAL SHARES
2.1 The scheme
In terms of the scheme, Sun International has with effect from the date on which
the scheme became unconditional, being Tuesday, 6 September 2005 (`the disposal
date`) disposed of its 38.6% shareholding in City Lodge Hotels Limited (`City
Lodge`) (`the City Lodge shares`) to the Sun International shareholders in
exchange for the acquisition by the Sun International Subsidiaries, in terms of
sections 89 of the Companies Act of a pro rata portion of the company`s ordinary
shares in issue. Sun International will discharge the obligation of the Sun
International Subsidiaries to deliver the City Lodge shares to the Sun
International shareholders, by itself delivering the City Lodge shares to the
Sun International shareholders.
2.2 The scheme consideration
In terms of the scheme, the Sun International shareholders recorded in the
register of members at the close of business on the record date of the scheme
(`the scheme participants`), which date will be Friday, 23 September 2005 (`the
scheme record date`), will be entitled to receive the scheme consideration which
will comprise such number of ordinary shares in City Lodge at the fixed price of
R38.50 per share (`the fixed price`) as determined with reference to the fixed
price and the market price of Sun International shares on the JSE at the close
of business on the disposal date (`the purchase ratio`) (`the scheme
consideration`).
As all conditions precedent to the scheme were fulfilled on Tuesday, 6 September
2005, the purchase ratio has been determined with reference to the market price
of Sun International shares on the JSE of R73.00 per share as at the close of
business on Tuesday, 6 September 2005, being the disposal date.
Scheme participants will therefore be entitled to receive 1.8961 City Lodge
shares at the fixed price of R38.50 per share for every 1 ordinary share in the
issued capital of Sun International (`Sun International shares`) acquired by the
Sun International Subsidiaries on the disposal date, rounded to the nearest
whole number, credited as fully paid up.
City Lodge declared a final dividend 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`). The City Lodge shares trade ex the City Lodge
dividend as from Monday, 26 September 2005. On the basis that the Sun
International scheme participants do not dispose of their City Lodge scheme
consideration shares between Monday, 19 September 2005 and Friday, 23 September
2005, those shareholders will be registered shareholders of City Lodge by the
record date, being Friday, 30 September 2005, and will be entitled to receive
the City Lodge dividend.
Based on the purchase ratio, the Sun International Subsidiaries will acquire, in
terms of section 89 of the Companies Act, 7.38% of the total issued share
capital of Sun International pro rata from the scheme participants (` the scheme
shares`), which equates to approximately 7.3802 Sun International shares for
every 100 Sun International shares held.
Sun International declared a final dividend for the year ended 30 June 2005 of
110 cents per share to shareholders recorded in the register on Friday, 23
September 2005. Scheme participants will thus be entitled to receive the Sun
International dividend payable on Monday, 26 September 2005 in respect of the
Sun International shares disposed of to the Sun International Subsidiaries.
2.3 Procedure for certificated Sun International shareholders for the receipt of
the scheme consideration and surrender of documents of title
City Lodge share certificates in respect of the scheme consideration and new Sun
International share certificates will be posted on or about Monday, 26 September
2005 to those scheme participants who hold Sun International shares in
certificated form (`certificated scheme participants`) and who have surrendered
their documents of title in respect of their entire holdings of Sun
International ordinary shares on or before Friday, 23 September 2005, in terms
of a duly completed surrender and transfer form (white) as attached to the
circular to Sun International shareholders dated 5 August 2005 (`the scheme
circular`).
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) Limited, 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, 23 September 2005, the City Lodge share
certificates in respect of the scheme consideration will be posted within five
business days of the receipt by the transfer secretaries of a properly completed
surrender and transfer form (white) together with all the relevant documents of
title in respect of their entire holdings of Sun International ordinary shares.
The scheme consideration due to certificated scheme participants will only be
posted to such scheme participants upon receipt by the transfer secretaries of
the properly completed surrender and transfer form (white) together with all the
relevant documents of title in respect of their entire holdings of Sun
International shares as set out above.
2.4 Procedure for receipt of scheme consideration by dematerialised scheme
participants
Scheme participants who hold Sun International shares in dematerialised form
(`dematerialised scheme participants`) will, on Monday, 26 September 2005, have
their accounts with their CSDP or broker credited with the scheme consideration
and debited with the relevant number of scheme shares, in terms of the agreement
entered into between the dematerialised scheme participants and their CSDP or
broker.
2.5 Surrender and transfer form
Additional surrender and transfer forms may be obtained from the offices of the
transfer secretaries Computershare Investor Services 2004 (Pty) Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001.
3. SALIENT DATES AND TIMES OF THE SCHEME
2005
Last day to trade Sun International shares on the Friday, 16 September
JSE in order to be recorded in the register on the
record date of the scheme
Sun International shares trade `ex` the scheme Monday, 19 September
under the new ISIN of ZAE000070678
Scheme record date to determine participation in Friday, 23 September
the scheme
City Lodge shares trade `ex` the City Lodge Monday, 26 September
dividend (refer par.2.2 above)
Operative date of the scheme from the commencement Monday, 26 September
of business
The scheme consideration expected to be transferred
or posted
(as the case may be), and new share certificates
expected to be posted,
to certificated scheme participants whose documents Monday, 26 September
of title are received
by the transfer secretaries before 12:00 on Friday,
23 September 2005, on or about
or
failing receipt of documents of title before 12:00
on Friday, 23 September 2005, within five business
days of receipt thereof by the transfer secretaries Monday, 26 September
The scheme consideration expected to be credited to
the dematerialised
scheme participants` accounts held at their CSDP or
broker and share
balances updated on
Notes:
1. No dematerialisation or rematerialisation of existing Sun International
shares under the current ISIN number ZAE000054995 will take place after
Friday, 16 September 2005.
2. All times indicated above are South African times.
3. Certificated scheme participants are required to complete their surrender
and transfer form, which was included in the scheme circular to Sun
International shareholders dated 5 August 2005, to be received by the
transfer secretaries by 12:00 on the record date of the scheme.
Sandton
7 September 2005
Investment Bank
Investec Corporate Finance
Attorneys
Hofmeyr, Herbstein & Gihwala Inc
Sponsor
Investec Bank
Date: 07/09/2005 12:18:15 PM
Produced by the JSE SENS Department
