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SUI
SUI
Sun International Limited - Announcement
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN:ZAE000070678
("Sun International")
OFFER TO ACQUIRE ALL THE ORDINARY SHARES IN REAL AFRICA HOLDINGS LIMITED ("RAH")
- APPROVAL BY COMPETITION AUTHORITIES AND WAIVER OF MINIMUM ACCEPTANCE CONDITION
1. Introduction
RAH shareholders are referred to the offer circular posted to RAH shareholders
on Friday, 2 June 2006 ("the offer circular"), setting out 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 offer") and the subsequent announcement released on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on Friday,
9 June 2006.
2. Offer consideration
It is a term of the offer that the offer consideration payable by SISA for the
RAH shares be reduced by the per share amount of any distributions declared and
paid or made by RAH to RAH shareholders in the interim period between Monday, 27
March 2006 and the date upon which the relevant shares are registered in the
name of SISA. Following the payment by RAH of an ordinary dividend of 10 cents
per RAH share and a special dividend of 67 cents per RAH share on Monday, 24
July 2006, the offer consideration has been reduced to 513 cents per RAH share
("the offer consideration").
3. Approval by Competition Authorities
Sun International is pleased to announce that the Competition Tribunal has
unconditionally approved the acquisition by SISA of RAH on Tuesday, 25 July
2006.
4. Waiver of minimum acceptance condition
In terms of rule 28.6(b) of the Securities Regulation Code on Takeovers and
Mergers, RAH shareholders are advised that SISA has waived the condition
precedent to the offer that RAH shareholders holding at least 50% of the RAH
shares, plus one RAH share accept the offer ("minimum acceptance condition") and
has given written notice to the Securities Regulation Panel ("SRP") to that
effect.
From 31 March 2006 up to and including the date of this announcement, SISA has
acquired 6 608 895 RAH shares (approximately 1.8% of the RAH shares in issue as
at 31 March 2006) and as announced on SENS on Friday, 9 June, 2006, SISA has
irrevocable undertakings from Coronation Capital Limited and Allan Gray Limited
("Allan Gray") in respect of 184 994 810 RAH shares, representing approximately
51.4% of the RAH shares in issue, to accept the offer, subject to the fulfilment
or waiver of the remaining offer conditions precedent set out in the offer
circular and in the case of Allan Gray, subject to its clients" mandates
continuing and in the absence of a direct instruction to the contrary from its
clients.
In addition to the above, up to and including the date of this announcement,
acceptances of the offer have been received in respect of 259 256 RAH shares
representing approximately 0.1% of the RAH shares in issue.
5. Remaining condition precedent and further announcement
The only condition precedent not yet fulfilled or waived relates to the consent
of the relevant Gambling Boards for the financial interest being acquired by
SISA (this is a process of determining that SISA is fit and proper to hold the
acquired interests in the underlying casino companies). A further announcement
in this regard will be made in due course.
Sandton
26 July 2006
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Date: 26/07/2006 05:18:11 PM Produced by the JSE SENS Department
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