| Fri 9 Jun 2006, 12:31 | | Sun International - Further announcement regarding |
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SUI
SUI
Sun International - Further announcement regarding the offer to acquire 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 OFFER TO ACQUIRE THE ORDINARY SHARES IN REAL
AFRICA HOLDINGS LIMITED ("RAH")
1. Introduction
RAH shareholders are referred to the announcement published on the Securities
Exchange News Service ("SENS") of the JSE Limited on Friday, 5 May 2006 and the
offer document posted to RAH shareholders on Friday, 2 June 2006 ("the offer
document"), detailing the terms on which Sun International (South Africa)
Limited ("SISA"), a wholly-owned subsidiary of Sun International, is offering to
acquire all or part of the entire issued ordinary share capital of RAH ("RAH
shares") from the shareholders of RAH ("the RAH shareholders") ("the proposed
acquisition" or "the offer").
2. RAH shareholder undertakings to accept the offer
Allan Gray Limited ("Allan Gray") previously undertook to Sun International on
24 March 2006, that, subject to the fulfilment of the conditions precedent as
set out in paragraph 3 below ("the offer conditions precedent"), Allan Gray
would accept the offer in respect of those RAH shares over which it has full
discretion to deal in terms of its relevant mandates and would recommend to its
clients on behalf of which it manages RAH shares, with partial discretion to
deal, to accept the offer.
RAH shareholders are advised that Sun International has received a revised
irrevocable undertaking from Allan Gray ("the Allan Gray undertaking") to accept
the offer, within 7 days of the fulfilment of the offer conditions precedent, in
respect of its clients" entire holdings of RAH shares, being 119 952 810 RAH
shares, subject to its clients" mandates continuing and in the absence of a
direct instruction to the contrary from its clients. Together with the
irrevocable undertaking from Coronation Capital Limited, Sun International
currently has irrevocable undertakings from RAH shareholders in respect of
185 052 810 RAH shares, representing approximately 50,9% of the RAH shares in
issue, to accept the offer, subject to the fulfilment or waiver of the offer
conditions precedent.
The Allan Gray undertaking will be available for inspection during normal
business hours at the registered office of Sun International, 27 Fredman Drive,
Sandown, Sandton from Friday, 9 June 2006 up to and including the closing date.
In addition RAH shareholders are further advised that as disclosed on SENS and
in the offer document, SISA has acquired 6 006 307 RAH shares (approximately
1,6% of the RAH shares in issue) from 31 March 2006 up to the date of this
announcement.
3. Offer conditions precedent
The offer is subject to the fulfilment or, to the extent possible, waiver by
SISA of the following conditions precedent:
- within 21 days after the closing date of the offer to be announced on SENS
("the closing date"), or by such later date as may be determined by SISA
subject to any required approval of the Securities Regulation Panel ("SRP")
- the approval of the proposed acquisition by the Competition Authorities as
contemplated in the Competition Act, 1998 (Act 89 of 1998), as amended;
- all relevant gaming boards approving of the proposed acquisition; and
- within 21 days after the closing date, or by midnight on the 60th day after
the day on which the offer document was posted (i.e. 2 June 2006),
whichever is earlier, or by such later date as may be determined by SISA,
subject to any required approval of the SRP, the offer being accepted by
RAH shareholders holding at least 50% of the RAH shares, plus one share.
Directors responsibility statement (Rule 20.3 of the Code on Take-overs and
Mergers of the SRP)
The directors of Sun International and SISA accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of Sun International and SISA (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Sandton
9 June 2006
Investment Bank
Investec Corporate Finance
Sponsor
Investec Bank
Attorneys
Hofmeyr
Date: 09/06/2006 12:32:00 PM Produced by the JSE SENS Department
