To view the PDF file, sign up for a MySharenet subscription.

RAH - Real Africa Holdings Limited - Expression of interest by Sun International

Release Date: 30/08/2011 09:00
Code(s): RAH
Wrap Text

RAH - Real Africa Holdings Limited - Expression of interest by Sun International Limited to acquire the entire issued share capital of RAH REAL AFRICA HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1994/003919/06) Share code: RAH ISIN: ZAE000008702 ("RAH") EXPRESSION OF INTEREST BY SUN INTERNATIONAL LIMITED ("SUN INTERNATIONAL") TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF RAH 1 Introduction Further to the withdrawal of cautionary announcement dated 16 May 2011 shareholders of RAH are advised that Sun International has submitted an expression of interest letter to the RAH Board ("the Sun International Proposal") wherein it has confirmed its interest in making an offer to the shareholders of RAH to acquire all of the issued ordinary share capital of RAH that Sun International does not already own (the "Proposed Offer"), should the conditions precedent to the proposed restructure of Sun International and Grand Parade Investment Limited`s ("GPI") common interests in certain Sun International subsidiaries, one of which is RAH ("the Proposed Restructure"), be fulfilled. 2 Background to Proposed Offer Sun International has advised that an indivisible part of the Proposed Restructure is that, subject to the fulfilment of the conditions precedent specific to the Proposed Restructure and the fulfillment or waiver, as the case may be, of the conditions precedent to the Proposed Offer as set out in paragraph 4 below, Sun International, through its wholly owned subsidiary Sun International (South Africa) Limited ("SISA"), will acquire from GPI and its wholly owned subsidiary their 110 641 690 RAH shares representing 30.57% of the entire issued share capital of RAH (excluding treasury shares) as part of an offer to all RAH shareholders, other than SISA, in terms of section 124 of the Companies Act No. 71 of 2008, as amended by the Companies Amendment Act No. 3 of 2011 (the "Companies Act"). 3 Terms of the Proposed Offer The Proposed Offer consideration amounts to 408 cents per RAH ordinary share payable in cash. The Proposed Offer consideration shall be increased by the cash flows of RAH available for distribution plus a pro rata share of the dividends to be received from RAH`s underlying investments, up until the date that the Proposed Offer is made, if applicable, in accordance with RAH`s prevailing dividend policies and current practice (subject to funding, solvency and liquidity requirements). To the extent that dividends are declared and paid by RAH to its shareholders prior to implementation of the Proposed Offer, the aforesaid price shall not be adjusted. 4 Conditions precedent to Proposed Restructure and the Proposed Offer The making of the Proposed Offer is subject to the fulfilment of inter alia the following conditions precedent: * the approval by GPI shareholders of the ordinary resolutions required to implement the Proposed Restructure; * the approval of the Proposed Restructure by the Competition Authorities as contemplated in the Competition Act, No. 89 of 1998, as amended; and * the approval of the related party transaction by the Western Cape Gambling and Betting Board and Gauteng Gambling Board (collectively "the Pre-Condition") The RAH Board has been advised that Sun International shareholders have approved the Proposed Restructure and applications have been made to all the applicable regulatory authorities for approval of the Proposed Restructure. GPI shareholders are expected to vote on the Proposed Restructure at a general meeting scheduled for 14 September 2011. Once the Pre-Condition has been fulfilled, the Proposed Offer will be made but will be subject to the fulfillment of the following condition precedent: * by no later than 1 February 2012 (or such other date as may be agreed to between Sun International and GPI) all of the necessary regulatory approvals and/or consents to effect the Proposed Offer, to the extent required, have been granted, including, but not limited to, the Takeover Regulation Panel and the JSE Limited. If the pre-condition is not fulfilled, Sun International has stated that it shall not become obliged to make the Proposed Offer. 5 RAH Shareholder support for the Proposed Offer On the basis that, if the pre-condition is fulfilled and the Proposed Offer is made, GPI and its wholly owned subsidiary, who collectively hold 110 641 690 RAH shares (30,57% of the RAH shares in issue excluding treasury shares) have irrevocably and unconditionally undertaken to accept the Proposed Offer within 2 days of the Proposed Offer being made. 6 Further announcement RAH shareholders will be notified should a firm offer be received. Sandton 30 August 2011 Legal advisor Sponsor Bowman Gilfillan Investec Bank Limited
Date: 30/08/2011 09:00:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Share This Story