| Wed 17 May 2006, 17:41 | | RAH - Institution Of Legal Proceedings Against A S |
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RAH
RAH
RAH - Institution Of Legal Proceedings Against A Subsidiary Of Sun International
Limited
Real Africa Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/003919/06)
SHARE CODE: RAH
ISIN: ZAE000008702
("RAH")
INSTITUTION OF LEGAL PROCEEDINGS AGAINST A SUBSIDIARY OF SUN INTERNATIONAL
LIMITED
Shareholders are advised that a 66.3% held subsidiary of RAH, Afrisun Leisure
Investments (Proprietary) Limited ("Afrisun"), has instituted legal proceedings
against Sun International South Africa Limited ("SISA"), the majority
shareholder in and manager of SunWest International (Proprietary) Limited
("SunWest"), which owns and operates the Table Bay Hotel and GrandWest casino.
The dispute dates back to June 2003, when SISA purportedly sold and transferred
1,537,000 "N" ordinary shares in SunWest, at R75 per share, to Grand Parade
Investments Limited ("GPI") and to a wholly owned subsidiary of GPI, Business
Venture Investments No 575 (Proprietary) Limited in breach of the SunWest
shareholders" agreement and articles of association (the "disputed
transaction"). Although SISA also offered to sell and transfer 768,650 "N"
ordinary shares in SunWest, at R75 per share, to Afrisun, SISA attached
unacceptable conditions to the offer in breach of the SunWest shareholders"
agreement and articles of association.
Afrisun claims that the disputed transaction is void and is, inter alia, seeking
an order of specific performance that SISA fulfills its obligations in terms of
the SunWest shareholders" agreement and articles of association by
unconditionally offering to sell and transfer a maximum of 768,650 "N" ordinary
shares in SunWest to Afrisun (representing 5.5% of SunWest"s issued share
capital) at R75 per share with effect from June 2003. Afrisun is further
claiming the dividends declared to date on these shares amounting to a maximum
of R22,9 million (interest excluded). Alternatively, Afrisun is, inter alia,
claiming damages in the amount of a maximum of R326.7 million (interest
excluded), based on the market value of the SunWest shares in dispute as at June
2003.
Attempts to resolve the dispute have failed and SISA has, through Sun
International Limited, indicated that it shall oppose Afrisun"s claim. To
protect the interest of RAH"s shareholders and avoid the possible prescription
of the claim, RAH"s board of directors has resolved to support Afrisun"s
decision to institute legal action against SISA.
Johannesburg
17 May 2006
Financial Adviser
NM Rothschild & Sons (South Africa) (Pty) Ltd
Sponsor
Rand Merchant Bank (A Division of Firstrand Bank Limited)
Legal Adviser
Deneys Reitz
Date: 17/05/2006 05:41:41 PM Produced by the JSE SENS Department
