SUN INTERNATIONAL LIMITED - Acquisition of remaining 23.2% Afrisun Leisure Investments Proprietary Limited ordinary shares

Acquisition of remaining 23.2% Afrisun Leisure Investments Proprietary Limited ordinary shares

Sun International Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN:ZAE000097580
(“Sun International”)

ACQUISITION OF REMAINING 23.2% AFRISUN LEISURE INVESTMENTS PROPRIETARY
LIMITED ORDINARY SHARES

1. INTRODUCTION AND RATIONALE

    Sun International shareholders are hereby advised that an agreement has been reached
    between Real Africa Holdings Limited (“RAH”), a subsidiary of Sun International, and
    Wip Gaming Proprietary Limited (“Wip Gaming”) for the acquisition by RAH of the remaining
    23.2% interest in Afrisun Leisure Investments Proprietary Limited (“Afrisun Leisure”) ordinary
    shares that it does not already own for a cash consideration of R120 million
    (“the    Afrisun   Leisure    Acquisition”).     Following   the   implementation    of    the
    Afrisun Leisure Acquisition,    Afrisun Leisure will become a wholly owned subsidiary of RAH.
    The Afrisun Leisure Acquisition will be effective from 20 August 2013.

    Following implementation of the Afrisun Leisure Acquisition, Sun International’s effective
    shareholding in the underlying subsidiaries in which RAH, via Afrisun Leisure, holds an interest,
    will increase as follows:

                                                                     Sun International effective
                                                                           shareholding
                                                                      Before                  After
                                                                     Afrisun               Afrisun
                                                                     Leisure               Leisure
                                                                  Acquisition           Acquisition
    Afrisun Gauteng (Pty) Limited operating as Carnival
    City                                                                91.6%                 93.6%
    Afrisun KZN (Pty) Limited operating as Sibaya                       60.7%                 61.6%
    Emfuleni Resorts (Pty) Limited operating as the
    Boardwalk                                                           79.5%                 81.6%
    SunWest (Pty) Limited which operates the
    GrandWest Casino and the Table Bay Hotel                            70.5%                 71.4%
    Worcester Casino (Pty) Ltd which operates as the
    Golden Valley Casino and Lodge                                      69.1%                 71.4%
    Afrisun KZN Manco (Pty) Limited                                     35.2%                 39.2%

2. FINANCIAL EFFECTS OF THE AFRISUN LEISURE ACQUISITION

    The Afrisun Leisure Acquisition will be settled with preference share funding and is not
    expected to have a significant effect (i.e. less than 3%) on Sun International’s earnings,
    headline earnings, adjusted headline earnings or net asset value per share.

3. SMALL RELATED PARTY TRANSACTION

    In terms of the Listings Requirements of the JSE Limited (“the JSE”) (the “Listings
    Requirements”), as Wip Gaming is a material shareholder in a Sun International subsidiary, it is
    deemed to be a related party to Sun International.
    Accordingly, in terms of section 10.7 of the Listings Requirements, as the value of the Afrisun
    Leisure Acquisition, in so far as it relates to Sun International, exceeds 0.25% but less than 5%
    of Sun International’s market capitalisation, it meets the definition of a small related party
    transaction. As a result, the directors are required to provide the JSE with written confirmation
    from an independent professional expert that the terms of the Afrisun Leisure Acquisition are
    fair insofar as the shareholders of Sun International are concerned (“the Fairness Opinion”).

    As required in terms of section 10.7 of the Listings Requirements of the JSE, and on
    20 August 2013, Investec Bank Limited delivered to the JSE an opinion to the effect that, as of
    the date of the opinion and based upon and subject to the factors and assumptions detailed in
    its letter, the terms and conditions of the related party transaction are fair to the Sun
    International shareholders. The Fairness Opinion will be available for inspection at the
    registered offices of Sun International during normal business hours for 28 business days from
    the date of this announcement.



By order of the board of directors
Sun International

Sandton
20 August 2013


Investment bank                                    Sponsor

Investec Bank Limited                               RAND MERCHANT BANK
                                                    (a division of FirstRand Limited)

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