| Tue 12 Sep 2006, 13:08 | | Real Africa Holdings Limited - Further Announcemen |
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RAH
RAH
Real Africa Holdings Limited - Further Announcement On The Revised Offer
REAL AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/003919/06)
SHARE CODE: RAH & ISIN: ZAE000008702
("RAH")
FURTHER ANNOUNCEMENT ON THE REVISED OFFER BY SUN INTERNATIONAL LIMITED
FOR ALL OF THE SHARES IN RAH ("THE REVISED OFFER")
RAH shareholders are reminded that the increased revised offer by Sun
International Limited ("Sun International") will close at 12:00 on
Friday, 15 September 2006.
Independent valuation
The Board remains of the view that the revised offer of 530 cents per RAH
share, is neither fair nor reasonable. This is based, inter alia, on the
opinions of RAH"s independent sub-committee and the independent external
opinion provided by Standard Bank of a minimum value of 640 cents per RAH
share ("minimum value"). Following the payment by RAH of ordinary and
special dividends of 77 cents per share, the minimum value reduces to 563
cents per share. This minimum value excludes any value in the SunWest
International (Proprietary) Limited shares that are the subject matter of
the current litigation by RAH"s subsidiary, Afrisun Leisure Investments
(Proprietary) Limited against Sun International.
Reconstitution of RAH Board
Contrary to the Sun International offer circular dated 2 June 2006, in
which Sun International stated its intention to appoint the majority of
the directors on the board of RAH, Sun International is now seeking to
remove all of the existing directors from office and replace them with
Sun International nominated directors.
Sun International has, in a written notice to RAH, stated that they
intend proposing DC Coutts-Trotter, Sun International"s Chief Executive
and RP Becker, Sun International"s Chief Financial Officer for election
as directors on the board of RAH, in place of AH Arnott and FWJ Kilbourn,
who retire by rotation at the upcoming RAH Annual General Meeting (the
"AGM"). In addition Sun International intends proposing the appointment
of DA Hawton, Sun International"s Chairman, and MV Moosa, a Sun
International non-executive director, to fill any other vacancies on the
board of directors that may arise at or before the AGM.
The AGM will be held at RAH"s corporate offices, Aberdeen House, Peter
Place Park, Bryanston on Monday, 18 September 2006 at 14:00.
In a separate notice, Sun International has requested RAH to convene a
General Meeting of RAH for the purposes of removing the existing Board
(to the extent that directors remain as directors of RAH following the
AGM) and appointing six Sun International nominated directors (to the
extent that individual nominees are not appointed at the AGM). The Sun
International nominees comprise: DA Hawton, Sun International"s Chairman;
DC Coutts-Trotter, Sun International"s Chief Executive; RP Becker, Sun
International"s Chief Financial Officer; MV Moosa, a Sun International
non-executive director; Dr NN Gwagwa, a Sun International non-executive
director and MJ Leeming.
The Board will in due course issue notice to convene a General Meeting of
RAH for this purpose in accordance with the provisions of the Companies
Act, 1973, and the provisions of the Company"s Articles of Association.
Update on the disposal of the indirect interest in Oceana Limited
RAH Shareholders have been advised that, inter alia, the Board has
resolved to distribute the entire proceeds of the disposal of RAH"s
indirect interest in Oceana Limited, of R338 million, equivalent to
approximately 94 cents per share, to RAH shareholders. RAH Shareholders
are now advised that the various general meetings required to approve the
transaction are scheduled for Friday, 22 September 2006 and that RAH
expects to receive the proceeds of the disposal on Friday, 29 September
2006.
Expropriation of shares and maintaining RAH"s listing on the JSE Limited
Sun International has announced that it controls approximately 55% of
RAH"s issued share capital and has previously advised that it intends to
compulsorily acquire the shares of non-accepting RAH shareholders by
invoking the provisions of section 440K of the Companies Act ("Section
440K"). In order for the provisions of Section 440K to be invoked,
acceptances from holders of not less than nine-tenths of the securities
involved in the Offer would have to be obtained within four months of
making an offer, failing which non-accepting RAH shareholders will retain
their shares. In the event of expropriation, the same price as was paid
to accepting shareholders will apply.
If expropriation does not take place, the listing of RAH"s shares on the
JSE Limited ("JSE") can only be terminated if, inter alia, approved by
RAH shareholders in General Meeting and without the controlling
shareholder and its associates being allowed to vote their shares and an
offer being made to the remaining RAH shareholders in terms of the
Listing Requirements of the JSE.
Director"s responsibility statement
The directors of RAH, collectively and individually, accept
responsibility for the accuracy of the information given in relation to
RAH and accordingly certify that, to the best of their knowledge and
belief such information is true and correct and that no facts have been
omitted which would make any statement in this announcement false or
misleading, and that all reasonable inquiries to ascertain such facts
have been made and that this announcement contains all information
required by law and the Securities Regulation Code on Take-overs and
Mergers and the Rules of the Securities Regulation Panel issued in terms
of the Companies Act.
Johannesburg
12 September 2006
Financial adviser
NM Rothschild & Sons (South Africa) (Pty) Ltd
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal adviser
Deneys Reitz
Independent external adviser to the board
Standard Bank
Date: 12/09/2006 01:08:51 PM Produced by the JSE SENS Department
