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SUI
SUI
Sun International - Further announcement regarding the offer to RAH Shareholders
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 REAL AFRICA HOLDINGS LIMITED ("RAH")
SHAREHOLDERS
RAH board recommendation
RAH shareholders are referred to the RAH announcement published on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on Monday,
19 June 2006 wherein the RAH board recommended that RAH shareholders do not
accept the offer from Sun International (South Africa) Limited ("SISA"), to
acquire all or part of the RAH shares from RAH shareholders, on the basis that
the offer is neither fair nor reasonable as it undervalues the RAH shares.
The offer consideration
SISA confirms the offer of a cash consideration of 590 cents per RAH share ("the
offer price"). The offer price 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 Thursday, 31 August 2006 and will be reduced
by the per share amount of any distributions declared and paid or made by RAH to
RAH shareholders during the period commencing from Monday, 27 March 2006 up to
and including the date upon which the relevant shares are registered in the name
of SISA.
At the date of announcing its expression of interest in making an offer on
Monday, 27 March 2006, the trading prices of RAH and Sun International shares on
the JSE ("trading price") were 515 cents per share and 9 515 cents per share
respectively (being the respective closing prices on Friday, 24 March 2006)
("the 24 March 2006 trading prices"). The offer price represented a premium of
14,6% to the 24 March 2006 trading price of a RAH share and an 11,9% premium to
the 30 day volume weighted average trading price of RAH for the period to 24
March 2006 of 527 cents per share.
Implications of recent market performance
RAH"s primary investment is a 66,3% shareholding (approximately 89% economic
interest) in Afrisun Leisure Investments (Pty) Limited ("Afrisun"), which holds
minority interests in a number of Sun International"s subsidiaries. Afrisun
currently accounts for approximately 75% of the net asset value of RAH and as a
result the RAH trading price has historically substantially tracked the Sun
International trading price.
Since the announcement of the offer there has been a significant de-rating in
the equity markets in general, with the JSE All Share Industrial index
decreasing by 10,6%. In particular the Sun International trading price has
decreased by 12,4% since 24 March 2006 . The RAH trading price has increased by
14,6% over this period due principally to the underpin provided by the SISA
offer of 590 cents per share.
In the absence of the offer the RAH trading price would in all likelihood have
decreased to approximately 451 cents per share in line with the devaluation in
the Sun International trading price, resulting in the offer price representing a
current premium of 30,7%.
Sandton
20 June 2006
Investment Bank
Investec Corporate Finance
Attorneys
Hofmeyr
Sponsor
Investec Bank
Date: 20/06/2006 12:41:07 PM Produced by the JSE SENS Department
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