| Tue 8 Aug 2006, 13:40 | | Sun International - Offer to acquire the ordinary |
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SUI
SUI
Sun International - Offer to acquire the ordinary shares in RAH -
Fulfilment of offer conditions precedent and
announcement of offer closing date
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 THE ORDINARY SHARES IN REAL AFRICA HOLDINGS LIMITED
("RAH") - FULFILMENT OF OFFER CONDITIONS PRECEDENT AND ANNOUNCEMENT OF
OFFER CLOSING DATE
1. Introduction
RAH shareholders are referred to the announcement released on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE")
on Wednesday, 26 July 2006 stating inter alia that the Competition
Tribunal had unconditionally approved the acquisition by Sun
International (South Africa) Limited ("SISA"), a wholly owned
subsidiary of Sun International, of all or part of the entire issued
ordinary share capital of RAH ("RAH shares") from the shareholders of
RAH ("the RAH shareholders") ("the offer" or "the proposed
acquisition") and that SISA had 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.
2. Fulfilment of offer conditions precedent
Following communication with the relevant Gambling Boards SISA intends
implementing the offer on the basis that the relevant gambling
legislation permits the acquisition of the financial interests by SISA
prior to the final approval of the applications for the consents for
such acquisitions by the relevant Gambling Boards (this is a process
of determining that SISA is fit and proper to hold the acquired
interests in the underlying licensee companies).
As a result SISA hereby waives the condition precedent to the offer
that all relevant Gambling Boards approve of the proposed acquisition,
as set out in the circular to RAH shareholders dated 2 June 2006 ("the
offer circular").
It is accordingly confirmed that the offer is now unconditional and
RAH shareholders who accept the offer by 12:00 on the closing date of
the offer ("the closing date") will receive payment of the offer
consideration of 513 cents per RAH share ("the offer consideration")
(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 was reduced to 513 cents per RAH
share, in terms of the offer).
3. The offer closing date
It is hereby announced that the closing date of the offer is 12:00 on
Friday, 1 September 2006. RAH shareholders that wish to accept the
offer must accordingly do so (in the manner stipulated in the offer
circular) by not later than 12:00 on Friday, 1 September 2006.
RAH shareholders are reminded that they cannot trade in any RAH shares
that they have tendered in terms of the offer. The payment of the
offer consideration will be made to RAH shareholders as set out in
paragraphs 4 and 5 below.
4. Revised salient dates and times
2006
Last day for RAH shareholders Friday, 25 August
to trade on the JSE to
participate in the offer
Shares trade ex the right to Monday, 28 August
participate in the offer
Record date on which RAH Friday, 1 September
offerees must be recorded in
the register of RAH
shareholders in order to
participate in the offer
Closing date of the offer Friday, 1 September
(12:00)
Results of the offer to be Monday, 4 September
released on SENS and published on SENS and Tuesday,
in the press 5 September in the
press
Offer consideration posted to Within five business
offer participants who have not days of acceptance of
dematerialised their RAH shares the offer, or the
(once documents of title have date on which the
been received) documents of title
are received by the
transfer secretaries,
whichever is the
later
Offer consideration credited to Within five business
the CSDP or broker, as the case days of acceptance of
may be, of offer participants the offer
who have dematerialised their
RAH shares and who have
accepted the offer
Notes:
1) The above dates and times are subject to amendment following the
approval from the Securities Regulation Panel. Any such change
will be released on SENS and/or published in the press.
2) All times indicated above are South African times.
5. Actions to be taken by RAH shareholders
RAH shareholders that wish to accept the offer ("offer participants")
and who have dematerialised their RAH shares, either in whole or in
part, should instruct their duly appointed CSDP or broker, in the
manner and time stipulated in the agreement governing their
relationship with their CSDP or broker, to accept the offer and
electronically deliver their RAH shares.
The offer consideration will be credited to the CSDP or broker, as the
case may be, of offer participants who have dematerialised their RAH
shares and accepted the offer, at their risk and dealt with in terms
of the custody agreement entered into between the offer participant
and their CSDP or broker within 5 business days of acceptance of
thereof.
RAH shareholders who have not dematerialised their RAH shares
("certificated RAH shareholders") who wish to accept the offer must
complete the form of acceptance, surrender and transfer attached to
the circular in accordance with the instructions contained therein and
forward it together with the relevant documents of title, by hand or
by mail to the transfer secretaries, Computershare Investor Services
2004 (Pty) Limited, Ground Floor, 70 Marshall Street, Johannesburg,
2001 (PO Box 61763, Marshalltown, 2107) so as to be received by not
later than 12:00 on the closing date.
The offer consideration will be posted to certificated RAH
shareholders accepting the offer within 5 business days of the date of
acceptance thereof by the offer participant, provided the form of
acceptance, surrender and transfer, together with the relevant
document(s) of title (in negotiable form) are received by the transfer
secretaries before 12:00 on the closing date of the offer.
Additional copies of the form of acceptance, surrender and transfer to
be used by certificated RAH shareholders who wish to accept the offer
may be obtained from the offices of Sun International"s transfer
secretaries, Computershare Investor Sevices 2004 (Proprietary)
Limited.
Sandton
8 August 2006
Investment Bank
(Investec Corporate Finance)
Attorneys
(Hofmeyr)
Sponsor
(Investec Bank)
Competition law advisers
(Edward Nathan)
Joint transaction financiers
(Nedbank & RMB)
Date: 08/08/2006 01:40:20 PM Produced by the JSE SENS Department
