Wrap Text
Results of Rights Offer and Dealings in Securities
Sun International Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/007528/06)
Share code: SUI & ISIN code: ZAE000097580
LEI: 378900835F180983C60
(“Sun International” or the “Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE EXTENSION OR
MAKING THE RIGHTS ISSUE WOULD BE UNLAWFUL OR IN CONTRAVENTION OF APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR
ANY OTHER JURISDICTION
RESULTS OF THE RIGHTS OFFER AND DEALINGS IN SECURITIES BY DIRECTORS OR THEIR ASSOCIATES
1. Results of the Rights Offer
Sun International shareholders (“Shareholders”) are referred to the circular (“Circular”) dated Monday, 20 July 2020
relating to the partially underwritten, renounceable rights offer of approximately R1.2 billion (“Rights Offer”).
The Rights Offer consisted of an offer of 127 174 696 Sun International ordinary shares (“Rights Offer Shares”)
in the ratio of 93.01 Rights Offer Shares for every 100 existing Sun International ordinary shares held on the record
date of the Rights Offer, at a subscription price of R9.44 per Rights Offer Share.
The Rights Offer closed at 12h00 on Friday, 7 August 2020. The results of the Rights Offer are set out below:
Percentage of
Applications Number of shares Rights Offer Value (R’m)
Shares
Subscription for Rights Offer Shares 119 098 570 93.65% 1 124.3
Application for excess Rights Offer Shares 1 106 234 0.87% 10.4
Total applications for Rights Offer Shares 120 204 804 94.52% 1 134.7
Percentage of
Allocations Number of shares Rights Offer Value (R’m)
Shares
Subscription for Rights Offer Shares 119 098 570 93.65% 1 124.3
Excess Rights Offer Shares allocated 1 106 234 0.87% 10.4
Total Rights Offer Shares allocated 120 204 804 94.52% 1 134.7
The Underwriters to the Rights Offer, Value Capital Partners Proprietary Limited and Steyn Capital Management
Proprietary Limited, will in terms of the underwriting agreement entered into between them and Sun International
take up 3 097 730 and 3 872 162 Rights Offer Shares, respectively.
The excess applications applied for will be allocated in full.
Share certificates will be posted to certificated Shareholders, who followed their rights, on Tuesday, 11 August
2020. Dematerialised Shareholders who have subscribed for Rights Offer Shares will have their accounts debited
and updated by their CSDP or broker on Tuesday, 11 August 2020.
Share certificates will be posted to certificated Shareholders who have applied for excess Rights Offer Shares
on Thursday, 13 August 2020 and dematerialised Shareholders who applied for excess Rights Offer Shares will
have the excess Rights Offer Shares allocated to them and credited to their accounts by their CSDP or broker on
Thursday, 13 August 2020.
Following the conclusion of the Rights Offer, the total issued share capital of the Company will increase to
263 905 660 ordinary shares of no par value.
2. Dealings in securities by directors, or their associates
In compliance with the JSE Limited Listings Requirements, the following information is disclosed:
Name : AM Leeming
Title : Chief Executive Officer
Company : Sun International
Nature of Transaction : Take up of Rights Offer Shares
Date of Transaction : 11 August 2020
Number of Securities : 194 069 shares
Price : R 9.44
Value of Transaction : R 1 832 011
Nature of Interest : Direct Beneficial
Clearance to Deal Received : Yes
Name : N Basthdaw
Title : Chief Financial Officer
Company : Sun International
Nature of Transaction : Take up of Rights Offer Shares
Date of Transaction : 11 August 2020
Number of Securities : 53 884 shares
Price : R 9.44
Value of Transaction : R 508 665
Nature of Interest : Direct Beneficial
Clearance to Deal Received : Yes
Name : J A Mabuza
Title : Independent Non-Executive Director
Company : Sun International
Nature of Transaction : Take up of Rights Offer Shares
Date of Transaction : 11 August 2020
Number of Securities : 11 775 shares
Price : R 9.44
Value of Transaction : R 111 156
Nature of Interest : Direct Beneficial
Clearance to Deal Received : Yes
Name : S Sithole (alternate – TR Ngara)
Title : Non-Executive Director
Company : Sun International
Name of Associate : Value Capital Partners (Pty) Ltd*
Nature of Transaction : Take up of Rights Offer Shares
Date of Transaction : 11 August 2020
Number of Securities : 28 821 492 shares**
Price : R 9.44
Value of Transaction : R 272 074 884**
Nature of Interest : Indirect Beneficial
Clearance to Deal Received : Yes
* Mr S Sithole & Mr TR Ngara have an indirect beneficial interest in Value Capital Partners (Pty) Ltd (“VCP”), which
is the registered investment manager to Value Capital Partners H4 QI Hedge Fund and various other funds
** 25 723 762 shares (R 242 832 313) relate to VCP’s take up of its rights in terms of the Rights Offer and
3 097 730 shares (R 29 242 571) relate to VCP’s take up in relation to its underwrite of the Rights Offer
Johannesburg
11 August 2020
Financial Advisor and Sponsor
lnvestec Bank Limited
South African Legal Advisor
Cliffe Dekker Hofmeyr Incorporated
International Legal Advisor
Cravath, Swaine & Moore LLP (as to US law)
Underwriters
Value Capital Partners Proprietary Limited
Steyn Capital Management Proprietary Limited
Legal Advisor to the Underwriters
DLA Piper Advisory Services Proprietary Limited
Disclaimer
The Rights Offer Shares will not be registered with the United States Securities and Exchange Commission (“SEC”)
under the United States Securities Act of 1933, as amended, (“U.S. Securities Act”) or under any securities laws
of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and
applicable state and other securities laws of the United States. There will be no public offer of the Rights Offer
Shares in the United States. Neither the SEC nor any United States federal or state securities commission has
registered, approved or disapproved the Rights Offer Shares or the Circular or passed comment or opinion upon
the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the
United States.
In member states of the European Economic Area (“EEA”) and the United Kingdom (each, a “Relevant State”), this
announcement and any offer if made subsequently is directed exclusively at persons who are ‘qualified investors’
within the meaning of the Prospectus Regulation. For these purposes, the expression ‘Prospectus Regulation’
means Regulation (EU) 2017/1129.
In the United Kingdom this announcement is only being distributed and communicated to and any investment or
investment activity to which this announcement relates is available only to, and will be engaged in only with,
Qualified Investors (i) having professional experience in matters relating to investments who fall within the definition
of “investment professionals” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the
Order, (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons
should not take any action on the basis of this announcement and should not act or rely on it.
Date: 11-08-2020 05:05:00
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