| Fri 2 Jun 2006, 17:19 | | Real Africa Holdings Limited - Announcement |
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RAH
RAH
Real Africa Holdings Limited - Announcement
REAL AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/003919/06)
SHARE CODE: RAH
ISIN: ZAE000008702
("RAH" or "the Company")
RECEIPT OF AN UNSOLICITED CONDITIONAL CASH OFFER FROM SUN INTERNATIONAL LIMITED,
CONSTITUTION OF AN INDEPENDENT SUB-COMMITTEE OF THE RAH BOARD OF DIRECTORS AND A
FURTHER CAUTIONARY ANNOUNCEMENT
1. Receipt of an unsolicited cash offer
Further to the announcement released on the Securities Exchange News Service of
the JSE Limited (the "JSE") on Monday, 8 May 2006, shareholders are now advised
that Sun International Limited ("Sun International") has posted its offer
document to RAH shareholders.
Sun International through its wholly owned subsidiary, Sun International (South
Africa) Limited ("SISA"), is offering to acquire all (or part) of the issued
ordinary shares in RAH (the "Offer shares") for a cash consideration of 590
cents per share (the "Offer consideration") by way of a general offer (the
"Offer"). The Offer consideration will be escalated by an annual interest factor
of 8,0% for every completed month, or part thereof, that the Offer takes to be
implemented after the end of August 2006. The Offer consideration is cum
dividend and 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 the Company to shareholders on or after 27 March 2006, but prior to the date
upon which the RAH shares are registered in the name of SISA.
The Offer is subject to the fulfillment or, to the extent possible, waiver by
Sun International, of inter alia the following conditions precedent:
- the consent of the Securities Regulation Panel, the South African Reserve
Bank and such other regulatory authorities as may be necessary;
- the approval of the Competition Authorities as contemplated in the
Competition Act, No 89 of 1998, as amended;
- the approval of all relevant gaming boards; and
- the Offer being accepted by shareholders holding at least
50,1% of the Offer shares.
In the event that acceptances 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, No 61 of 1973, as
amended in order to compulsorily acquire the Offer shares in respect of which
acceptances have not been received. Consequently in these circumstances, it is
the intention of Sun International to effect the delisting of RAH from the JSE.
The closing date of the offer will be announced by SISA on SENS and in the press
after requisite approval from the SRP, which announcement shall be made at least
14 days prior to the closing date, provided that the offer will remain open for
at least 21 days after the opening date, being Friday, 2 June 2006.
2. Constitution of an independent sub-committee
The RAH board of directors (the "Board") has constituted an independent sub-
committee to consider the terms of, and express a view on, the Offer.
The Board has resolved to constitute an independent sub-committee, including two
appointed external parties, as three of its four members have recused themselves
because of potential conflicts or perceived conflicts of interest. They are Mr.
Francois van der Merwe, Mr. Adrian Arnott and Mr. Frank Kilbourn. Mr. Francois
van der Merwe, the Chairman of the Board, is a non-executive director of Allan
Gray Limited, which has irrevocably accepted the offer on behalf of some of its
clients and has undertaken to recommend to the remainder of its clients that
they too accept the Offer. Mr. Adrian Arnott, a non-executive director of the
Company, is an office bearer of FirstRand Limited. A subsidiary of FirstRand
Limited has been approached by Sun International to participate in providing a
portion of the funding required to implement the Offer. Mr. Frank Kilbourn is a
former executive director of Sun International and retains a financial interest
in that company.
The independent sub-committee will comprise the remaining director of the Board,
namely, Mr. Danie Vlok, a non-executive director, Mr. Pierre du Plessis, the
Company"s Chief Executive Officer and Messrs Div Geeringh and Nicholas Reed as
co-opted members.
Mr. Div Geeringh had a career spanning 27 years with the Standard Bank Group,
mainly in the corporate and investment banking division. He currently serves on
a number of outside boards.
Mr. Nicholas Reed has some 17 years experience in corporate finance with
international and domestic banks covering a wide range of transactions involving
issues of valuation, strategy and regulation, including the assessment of offers
in terms of the Securities Regulation Code on Takeovers and Mergers ("the
Code").
The Board has appointed Standard Bank Limited to provide independent external
advice on the Offer.
As required by the Code, the Board will revert with its opinion on the offer
within 14 days. Shareholders are advised to exercise caution in dealing in their
RAH shares.
Johannesburg
2 June 2006
Financial adviser
NM Rothschild & Sons (South Africa) (Pty) Ltd
Sponsor
RAND MERCHANT BANK (A division of Firstrand Bank Limited)
Legal Adviser
Deneys Reitz
Independent external adviser to the shareholders
Standard Bank
Date: 02/06/2006 05:19:12 PM Produced by the JSE SENS Department
