| Mon 29 May 2006, 15:47 | | Sun International Limited - Odd-Lot Offer Announce |
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SUI
SUI
Sun International Limited - Odd-Lot Offer Announcement
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN: ZAE000070678
("Sun International")
ODD-LOT OFFER ANNOUNCEMENT
1. Introduction
Approximately 4 015 (+/-52,5%) out of 7 642 Sun International shareholders,
hold less than 100 Sun International shares each ("odd-lot holders"). Sun
International shareholders holding less than 100 Sun International shares
have a combined holding of 115 585 Sun International shares (0,1% of the
Sun International shares in issue).
In the circular to Sun International shareholders dated 7 November 2005,
Sun International advised its shareholders that it wished to reduce the
substantial and ongoing costs of administration connected with a large
number of odd-lot holders and to provide them with an inexpensive method of
realising their investment in Sun International. The necessary resolutions
for the implementation of an odd-lot offer by 30 June 2006 were passed by
shareholders at the annual general meeting held on 29 November 2005.
A circular containing full details of the odd-lot offer was posted to
shareholders on 29 May 2006. Odd-lot holders are urged to read this
circular carefully.
2. Mechanism of the odd-lot offer
Sun International shareholders who hold less than 100 Sun International
shares recorded as such at the close of business on Thursday, 15 June 2006
will be afforded the opportunity to participate in the odd-lot offer. The
odd-lot offer will be implemented on the basis that the odd-lot holders
may, up to 12:00 on Thursday, 15 June 2006, elect either to:
- purchase or subscribe for sufficient additional Sun International
shares at R84,73 per share, being the odd-lot offer price per share, to
increase their odd-lot holdings to 100 Sun International shares ("purchase
alternative"); or
- sell their odd-lot holdings to Sun International at R88,97 per share,
being the odd-lot offer price plus a 5% premium ("cash alternative"); or
- retain their odd-lot holdings ("retention alternative").
The shares of those odd-lot holders who do not make an election or who
elect the cash alternative will be bought back by Sun International, at
R88,97 per share and cancelled in terms of s85 (8) of the Companies Act,
Act 61 of 1973, as amended.
Sun International will issue new shares to odd-lot holders who choose to
increase their holdings to 100 shares. Any such issue will be regarded as
an issue of shares for cash in terms of the Listings Requirements and will
be made either out of a fresh issue of ordinary shares or out of shares
currently held as treasury shares by a subsidiary of Sun International.
Those odd-lot holders who do not validly and timeously elect either the
purchase alternative, cash alternative or the retention alternative, before
12:00 on Thursday, 15 June 2006 will automatically be regarded as having
chosen and accepted the cash alternative and will have their odd-lot
holdings sold on their behalf at R88,97 per share, without any further
action on their part and without any further notice to them.
It is a term of the odd-lot offer that Sun International shall be entitled
to refuse to implement the purchase or sale of shares pursuant to the odd-
lot offer in respect of any odd-lot holder whom Sun International
reasonably believes has become an odd-lot holder in order to take advantage
of the odd-lot offer and such odd-lot holder will have no claim against Sun
International arising out of or in connection with such refusal.
3. Odd-lot offer price
The odd-lot offer price of R84,73 per share is the volume weighted average
traded price of the Sun International shares on the JSE Limited ("JSE")
over the five trading days commencing on Monday, 22 May 2006 and ending on
Friday, 26 May 2006 ("odd-lot offer price").
4. Effect on Sun International"s share capital and financial effects
The odd-lot offer and any issue of new shares or repurchase of shares
pursuant to the odd-lot offer will have no significant effect on Sun
International"s issued ordinary share capital, its earnings, headline
earnings, adjusted headline earnings or net asset value.
5. Salient dates and times
The salient dates and times in respect of the odd-lot offer are as follows:
2006
Election period for the odd-lot offer opens Monday, 29 May
at 9:00 on
Odd-lot offer and odd-lot offer price Monday, 29 May
announcement on Securities Exchange News
Service of the JSE("SENS")
Odd-lot offer and odd-lot offer price Tuesday, 30 May
announcement published in the press
Last day to trade in order to be eligible to Thursday, 8 June
participate in the odd-lot offer on
Shares trade "ex" the odd-lot offer from Friday, 9 June
Record date to determine those shareholders Thursday, 15 June
entitled to participate in the odd-lot offer
(close of business)
Election period for the odd-lot offer closes Thursday, 15 June
at 12:00 on
Dematerialised shareholders are required to
notify their duly appointed CSDP or broker
of their election in terms of the odd-lot
offer in the manner and time stipulated in
the agreement governing the relationship
between the shareholder and CSDP or broker.
New share certificates or cheques/electronic Monday, 19 June
transfers (as the case may be) in respect of
certificated shareholders posted/effected
against surrender of documents of title, on
or about
Dematerialised shareholders will have their Monday, 19 June
safe custody accounts held at their CSDP or
broker updated with their new shareholding
and debited/credited with the cash amount,
as the case may be, in respect of the odd-
lot offer, on or about
Results of the odd-lot offer released on Monday, 19 June
SENS on
Results of the odd-lot offer published in Tuesday, 20 June
the press on
Notes:
1. The above dates and times are subject to amendment. Any such amendment
will be announced on SENS and published in the press. All times indicated
above are given in South African time.
2. Sun International share certificates may not be dematerialised or
rematerialised between Monday, 12 June 2006 and Thursday, 15 June 2006,
both days inclusive.
3. Dematerialised odd-lot holders are required to notify their duly
appointed CSDP or broker of their election in the manner and time
stipulated in the agreement governing the relationship between the odd-lot
holder and his CSDP or broker.
4. In the case of holders of certificated shares who complete the form of
election and surrender and choose the cash alternative, payment will be
made either by:
- electronic funds transfer into such odd-lot holders" bank accounts on
or about Monday, 19 June 2006 if such odd-lot holders" banking details have
been provided in the form of election and surrender; or
- by cheque which will be posted at the risk of such odd-lot holders on
or about Monday, 19 June 2006 if such odd-lot holders" banking details have
not been provided in the form of election and surrender.
5. Those odd-lot holders who do not make an election by completing the
form of election and surrender and delivering it to the transfer
secretaries before 12:00 on Thursday, 15 June 2006 will automatically be
regarded as having chosen and accepted the cash alternative. Payment in
this case will only be made once documents of title have been surrendered
to the transfer secretaries.
6. Documentation relating to the odd-lot offer
A circular containing full details of the odd-lot offer and a form of
election and surrender was posted to odd-lot holders on 29 May 2006.
Sandton
29 May 2006
Investment Bank Sponsor
(Investec Corporate Finance (Investec Bank Limited logo)
Logo)
Corporate Law adviser
(Edward Nathan Logo)
Date: 29/05/2006 03:47:08 PM Produced by the JSE SENS Department
