| Fri 5 May 2006, 12:38 | | Sun International - Firm Intention |
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SUI
SUI
Sun International - Firm Intention
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN: ZAE000070678
("Sun International")
ANNOUNCEMENT OF FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE ALL THE ORDINARY
SHARES IN REAL AFRICA HOLDINGS LIMITED ("RAH")
1. Introduction
Shareholders are referred to the announcements published on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE")
on Monday, 27 March 2006 ("the cautionary announcement") and
Wednesday, 12 April 2006 in which it was announced that Sun
International had expressed an interest in making an offer to acquire
the entire issued ordinary share capital of RAH from the shareholders
of RAH ("the RAH shareholders") ("the proposed acquisition").
Sun International has now notified the board of directors of RAH of
its intention to proceed with the proposed acquisition to be
implemented by way of an offer extended by Sun International, through
its wholly owned subsidiary, Sun International (South Africa) Limited
("SISA"), to the RAH shareholders, other than SISA, to acquire all the
RAH ordinary shares in issue ("offer shares") in terms of Section 440
of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Companies Act") ("the offer").
As required by Rule 2.3.2 of the Securities Regulation Code on Take-
overs and Mergers ("the SRP Code"), Sun International confirms that
SISA currently owns 821 651 RAH shares.
2. The offer
- Terms of the offer
Subject to fulfillment or waiver of the conditions precedent set out
in paragraph 4 below, Sun International intends to offer to acquire
all or part of the offer shares for a cash consideration of 590 cents
per RAH share ("the offer price").
The offer price represents the following upfront premium to the RAH
share price prior to the release of the cautionary announcement:
* a 14,6% premium to the RAH market price of 515 cents per share as
at 24 March 2006; and
* an 11,9% premium to the 30 day volume weighted average trading
price of RAH for the period to 24 March 2006 of 527 cents per
share.
The offer price 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 and the
offer price will be reduced by the per share amount of any
distributions declared or paid by RAH to RAH shareholders in the
interim period between 27 March 2006 and the final implementation date
of the proposed acquisition.
- Intention to invoke the provisions of section 440K of the Companies
Act
In the event that acceptances in terms of the offer are received in
respect of not less than nine-tenths of the offer shares, Sun
International may at its election invoke the provisions of section
440K of the Companies Act in order to acquire the offer shares in
respect of which acceptances have not been received. In these
circumstances, it is the intention of Sun International to effect the
delisting of RAH from the JSE as soon as reasonably practicable after
the implementation of the offer.
- Payment of the offer consideration and cash confirmation
The Securities Regulation Panel ("the SRP") has been furnished with
written confirmation that Sun International has sufficient cash
resources and / or facilities with which to meet its obligations in
terms of the offer.
3. Irrevocable commitments
Sun International has received irrevocable commitments from RAH
shareholders holding at least 93 152 752 RAH shares, representing
approximately 25,6% of the offer shares, to accept the offer ("the RAH
irrevocable undertakings").
In addition to the RAH irrevocable undertakings, Allan Gray Limited
has undertaken to recommend to its clients on behalf of which it
manages RAH shares, holding 91 409 349 RAH shares, which represent
approximately 25,2% of the offer shares, to accept the offer.
4. Offer conditions precedent
The offer is subject to the fulfilment or, to the extent possible,
waiver by Sun International, of inter alia the following conditions
precedent:
* insofar as may be necessary, the consent of the JSE, the SRP, the
South African Reserve Bank and such other regulatory authorities
as may be necessary;
* the approval of the proposed acquisition by the Competition
Authorities as contemplated in the Competition Act, No 89 of
1998, as amended;
* all relevant gaming boards approving of the proposed acquisition;
and
* the offer being accepted by RAH shareholders holding at least
50,1% of the offer shares.
5. Offer document and withdrawal of cautionary
An offer document containing further information regarding the offer
will be posted to shareholders of RAH in terms of Rule 27.1 of the SRP
Code.
Sun International shareholders are advised that as a result of the
publication of this announcement, the cautionary announcement is now
withdrawn.
Sandton
5 May 2006
Investment Bank
Investec Corporate Finance
Attorneys
Hofmeyr
Sponsor
Investec Bank
Date: 05/05/2006 12:38:13 PM Produced by the JSE SENS Department
