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SUI
SUI
Sun International - Proposed acquisition of all the ordinary shares in RAH
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN:ZAE000070678
("Sun International")
FURTHER ANNOUNCEMENT REGARDING THE PROPOSED ACQUISITION OF ALL THE ORDINARY
SHARES IN REAL AFRICA HOLDINGS LIMITED ("RAH")
1. The proposed acquisition
Shareholders are referred to the announcements released on SENS on Monday, 27
March 2006 and Friday, 5 May 2006 in which Sun International announced its
intention to make an offer to acquire all (or part) of the ordinary shares in
RAH ("the proposed acquisition").
Sun International through its wholly owned subsidiary, Sun International (South
Africa) Limited ("SISA"), is proposing to acquire all the issued ordinary shares
in RAH for a cash consideration of 590 cents per RAH share on the basis that the
proposed acquisition will be implemented by the end of August 2006 ("the
acquisition consideration"). The 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
acquisition consideration will be reduced by the per share amount of any
distributions, dividends or other payments of any nature whatsoever declared and
paid or made by RAH to RAH shareholders in respect of any RAH share held by RAH
shareholders or otherwise on or after 27 March 2006, but prior to the date upon
which the RAH shares are registered in the name of SISA.
2. Pro forma financial effects of the proposed acquisition
The pro forma financial effects set out below are provided for illustrative
purposes only and may not fairly present the issuer"s financial position,
changes in equity, results of operations or cash flows.
The table below sets out the pro forma financial effects of the offer on Sun
International"s basic earnings per share, headline earnings per share, adjusted
headline earnings per share and net asset value per share, based on the
published unaudited results of Sun International for the six month period ended
31 December 2005 and the published unaudited results for RAH for the 6 month
period ended 30 September 2005, assuming that SISA acquires 100% of the RAH
shares in issue. The pro forma financial information is the responsibility of
the directors of Sun International.
Before the Adjustment After the %
proposed proposed change
acquisition acquisition
Earnings per share
Basic earnings per 433,6 (18,5) 415,1 (4,3%)
share (cents)(1)(2)
Headline earnings 98,0 (17,3) 80,7 (17,7%)
per share
(cents)(1)(2)
Adjusted headline 250,9 (9,7) 241,2 (3,9%)
earnings per share*
(cents) (3)(4)
Net asset value per 27,35 (12,85) 14,50 (47,0%)
share (Rand) (5)
* Adjusted headline earnings exclude certain items of income or expense so as to
enable users to obtain a more meaningful comparison of the group"s performance
with prior periods. These adjustments include pre-opening expenses, earnings and
results from discontinuing operations and material items considered to be
outside of the normal operating activities of the group and/or of a non-
recurring nature.
Notes:
1. Based on the 108,2 million weighted-average number of Sun International
ordinary shares in issue as at 31 December 2005.
2. For purposes of calculating basic earnings and headline earnings "after the
proposed acquisition", it was assumed that:
- the proposed acquisition was effected in full with effect from 1 July
2005;
- the acquisition consideration was settled using R361 million of
existing cash resources and the balance of R1 781 million was financed
using borrowings at an interest rate of 7,1 %;
- dividends received from Oceana Group Limited to be R3,33 million; and
dividends received from Life Esidimeni (Proprietary) Limited to be
R7,08 million.
3. Based on the 108,4 million adjusted weighted-average number of Sun
International ordinary shares in issue as at 31 December 2005.
4. For purposes of calculating adjusted headline earnings "after the proposed
acquisition", it was assumed that:
- the proposed acquisition was effected in full with effect from 1 July
2005;
- the acquisition consideration was settled using R361 million of
existing cash resources and the balance of R1 781 million was financed
using borrowings at an interest rate of 7.1 %; and
- income from the other assets and interest on the financing of the
purchase of the other assets were excluded.
For purposes of calculating the net asset value per share "after the proposed
acquisition", it was assumed that:
- the proposed acquisition became operational and was effected in full
on 31 December 2005;
- the acquisition consideration is settled using R361 million of cash
and R1 781million of debt;
- in accordance with Sun International"s accounting policy with regard
to transactions with minorities the excess of the acquisition
consideration over the carrying value of the net assets acquired of R1
416 million is recognised directly in equity; and
- was based on 105,8 million Sun International ordinary shares in issue
as at 31 December 2005.
Documentation
In terms of the Listings Requirements of the JSE Limited, the proposed
acquisition constitutes a category two transaction for Sun International.
A circular containing full details of the proposed acquisition will be posted to
Sun International shareholders for information purposes only on or about 2 June
2006.
Sandton
29 May 2006
Investment Bank
(Investec Corporate Finance)
Attorneys
(Hofmeyr)
Sponsor
(Investec Bank Limited)
Reporting accountant and auditors
(PricewaterhouseCoopers)
Date: 29/05/2006 05:11:08 PM Produced by the JSE SENS Department
