| Tue 22 Aug 2006, 14:09 | | Sun International - Increased offer consideration |
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SUI
SUI
Sun International - Increased offer consideration and revised closing date
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN: ZAE000070678
("Sun International")
ANNOUNCEMENT OF AN INCREASED OFFER CONSIDERATION AND REVISED CLOSING DATE
OF THE OFFER TO ACQUIRE ALL THE ORDINARY SHARES IN REAL AFRICA HOLDINGS
LIMITED ("RAH")
1. Introduction
The shareholders of Sun International and RAH are referred to the
announcement released on the Securities Exchange News Service ("SENS")
of the JSE Limited ("JSE") on Tuesday, 8 August 2006 as well as Sun
International`s circular dated 2 June 2006 ("offer circular")
detailing the terms of the offer ("the offer") extended by Sun
International (South Africa) Limited ("SISA"), a wholly owned
subsidiary of Sun International, to the shareholders of RAH ("RAH
shareholders"), to acquire all or part of the issued ordinary shares
in the capital of RAH ("RAH shares").
2. Original terms of the offer
In the offer circular, SISA offered, subject to the fulfilment or
waiver of the conditions precedent to the offer, which, as announced
on SENS on 8 August 2006 have all been fulfilled or waived by SISA, to
acquire all or part of the RAH shares in return for a cash 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 provisions of the offer), escalated by an
annual interest factor of 8,0% for every completed month or part
thereof that the offer takes to be implemented following 31 August
2006 and reduced by the per share amount of any distributions declared
or paid by RAH to RAH shareholders in the interim period between 27
March 2006 and the final implementation date of the offer ("interim
RAH distributions").
3. Increased offer consideration and revised terms
Coronation Capital Limited ("Corocap") granted an irrevocable
undertaking in favour of Sun International to accept the offer,
subject to it receiving a higher offer for its RAH shares ("the
irrevocable undertaking"). Corocap received a higher offer for its RAH
shares following the date on which the offer became unconditional.
There was uncertainty as to whether Corocap could validly accept the
higher offer in terms of the irrevocable undertaking, and in the
interest of resolving the issue without further delay, it was mutually
agreed between Corocap and Sun International to increase the offer
consideration.
Accordingly, Sun International shall increase the offer consideration
payable to all RAH shareholders in terms of the offer to 530 cents per
RAH share, subject to an adjustment for any interim RAH distributions
("the increased offer consideration").
The increased offer consideration now represents a premium of 21,0% to
the closing price per RAH share prior to the release of the cautionary
announcement, wherein Sun International expressed its interest in
making an offer to acquire all the issued share capital of RAH ("the
cautionary announcement").
Sun International believes that the increased offer consideration of
530 cents per RAH share is a fair offer consideration to RAH
shareholders.
4. Pro forma financial effects of the offer
The table below sets out the pro forma financial effects of the offer
on RAH shareholders accepting the increased offer consideration:
Market value Increased Change
before the offer (%)
offer( 1) consideration
paid (cents)
(2)
Financial effects at 24
March 2006(3):
Market value (4) 438 530 21,0
30-day volume weighted 450 530 17,8
average(5)
60-day volume weighted 453 530 17,0
average(6)
Notes and assumptions:
(1) An adjustments has been made for the interim RAH distribution of
77 cents paid to RAH shareholders on 24 July 2006.
(2) No adjustment has been made for further interim RAH
distributions, taxes, commissions or any other charges in
calculating the above financial effects.
(3) All financial effects are calculated at 24 March 2006, being the
last trading day prior to the release of the cautionary
announcement on SENS on Monday, 27 March 2006 by Sun
International.
(4) The closing market price per RAH share on 24 March 2006 less the
77 cents RAH interim distribution.
(5) The volume weighted average traded price of RAH shares over the
30 trading days up to and including 24 March 2006, being the last
trading day prior to the publication of the cautionary
announcement by Sun International less the 77 cents RAH interim
distribution.
(6) The volume weighted average traded price of RAH shares over the
60 trading days up to and including 24 March 2006, being the last
trading day prior to the publication of the cautionary
announcement by Sun International less the 77 cents RAH interim
distribution.
5. Acceptances of the offer
Up to and including the date of this announcement, valid acceptances
of the offer had been received in respect of 189,032,899 RAH shares
representing approximately 52.5% of the RAH shares in issue.
Combined with the 6 608 895 RAH shares already held by SISA, SISA has
a 54,3% effective interest in RAH.
It is a term of the offer that if the offer is amended, varied or
revised in a manner which makes it more favourable to the RAH
shareholders, the benefit of such improved offer will automatically
accrue to any person who has accepted the offer prior to the
amendment, variation or revision being made. The difference between
the offer consideration and the revised offer consideration will
therefore be credited to those dematerialised RAH shareholders that
have validly accepted the offer and posted to certificated RAH
shareholders that have validly accepted the offer within 5 business
days of the date of this announcement.
6. Revised salient dates and times
Pursuant to the revision of the offer as contemplated in this
announcement, and as required in terms of Rule 30.1 of the Securities
Regulation Code on Takeovers and Mergers, the closing date of the
offer will change to 12:00 on Friday, 15 September 2006 ("the closing
date"), being a date at least 21 days after the date of this
announcement.
2006
Last day for RAH shareholders to trade on Friday, 8 September
the JSE to participate in the offer
Shares trade ex the right to participate Monday, 11 September
in the offer
Record date on which RAH offerees must be Friday, 15 September
recorded in the register of RAH
shareholders in order to participate in
the offer
Closing date of the offer (12:00) Friday, 15 September
Results of the offer to be announced on Monday, 18 September on
SENS and published in the press SENS and Tuesday, 19
September in the press
Offer consideration posted to offer Within five business
participants who have not dematerialised days of acceptance of
their RAH shares (once documents of title the offer, or the date
have been received) on which the documents
of title are received
by the transfer
secretaries, whichever
is the later
Offer consideration credited to the CSDP Within five business
or broker, as the case may be, of offer days of acceptance of
participants who have dematerialised their the offer
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 announced on SENS and/or published in the press.
2) All times indicated above are South African times.
7. 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 increased 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 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 increased 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 Services 2004 (Pty) Limited.
8. Directors responsibility statement (Rule 20.3 of the Code on Takeovers
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
22 August 2006
Investment Bank
(Investec Corporate Finance)
Attorneys
(Hofmeyr)
Joint transaction financiers
(Nedbank & RMB)
Sponsor
(Investec Bank)
Competition law advisers
(Edward Nathan)
Date: 22/08/2006 02:10:19 PM Produced by the JSE SENS Department
