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SUI
SUI
Sun International Limited - Announcement Regarding The Potential Cash Offer To
Acquire All The Ordinary Shares In Real Africa Holdings Limited ("RAH") ("The
Proposed Acquisition") And Further Cautionary Announcement
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN:ZAE000070678
("Sun International")
Announcement Regarding The Potential Cash Offer To Acquire All The Ordinary
Shares In Real Africa Holdings Limited ("Rah") ("The Proposed Acquisition") And
Further Cautionary Announcement
Shareholders of Sun International are referred to the announcement released on
the Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on
Monday, 27 March 2006 ("the initial announcement") wherein it was indicated that
the Board of Directors of RAH had been requested to provide a response to Sun
International regarding the proposed acquisition by Friday, 7 April 2006.
The board of directors of RAH has indicated that it is not willing to proceed
with the proposed acquisition in terms of a scheme of arrangement in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, as RAH
finds the financial terms of the proposed acquisition unacceptable. This also
implies inter alia that Sun International will not be given an opportunity to
complete a high level due diligence investigation, with access to the company,
in respect of RAH and its assets.
In light of the above, Sun International will continue carrying out its own
independent high level investigation of RAH using available avenues of
information. A final decision by Sun International whether or not to proceed
with the proposed acquisition will be made by Wednesday, 10 May 2006.
As indicated in the initial announcement, should Sun International proceed with
the proposed acquisition, the proposed acquisition consideration will be a cash
consideration of 590 cents per RAH share. The proposed acquisition consideration
will be escalated by an annual interest factor of 8.0% for every completed month
or part thereof that the proposed acquisition takes to be implemented following
31 August 2006. The proposed acquisition consideration will be reduced by the
per share amount of any distributions declared or paid by the board of directors
of RAH to RAH shareholders in the interim period between 27 March 2006 and the
final implementation date of the proposed acquisition.
A further announcement of Sun International"s intentions will be released on
SENS and published in the press in due course. Shareholders of Sun International
are accordingly advised to exercise caution when dealing in their Sun
International shares until such further announcement is made.
Sandton
12 April 2006
Investment Bank Sponsor
?Investec Corporate Finance logoU ?Investec Bank logoU
Attorneys
?Hofmeyr logoU
Date: 12/04/2006 12:16:44 PM Produced by the JSE SENS Department
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