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Proposed acquisition of Monticello and withdrawal of cautionary announcement
Sun International Limited
(Registration number: 1967/007528/06)
Share code: SUI
ISIN: ZAE000097580
("Sun International" or "the Company")
PROPOSED ACQUISITION OF AN ADDITIONAL EFFECTIVE 54.7% IN SAN FRANCISCO INVESTMENTS S.A.
TRADING AS MONTICELLO GRAND CASINO & ENTERTAINMENT WORLD ("MONTICELLO") AND WITHDRAWAL
OF CAUTIONARY ANNOUNCEMENT
1. POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Sun International shareholders ("Shareholders") are referred to the announcement released on the Stock
Exchange News Service of the JSE Limited ("JSE") on 2 July 2014 in which Shareholders were advised that
Sun International had, on 30 June 2014, reached agreement to acquire Novomatic AG's 44.2% effective
interest in Monticello and a further 10.5% interest held by a minority shareholder, Chilean Enterprises
S.p.A., giving the Company an effective 98.9% of Monticello as well as shareholder loans and cash ("the
Transaction").
In this regard, Shareholders are hereby advised that the circular setting out the rationale and terms of the
Transaction and incorporating the notice of general meeting has been formally approved by the JSE and
posted to Shareholders today, Friday 29 August 2014 ("the Circular").
In addition, the Circular is available on the Company's website at www.suninternational.com and can be
viewed at its offices at 6 Sandown Valley Crescent, Sandton, Gauteng during normal office hours.
The general meeting of Shareholders will be held at 09:00 on Monday, 29 September 2014 at The Table
Bay Hotel, Quay 6, Victoria & Alfred Waterfront, Cape Town 8001, South Africa for the purpose of
considering and, if deemed fit, passing, with or without modification, the ordinary resolutions set out in
the notice of general meeting, to effect the Transaction ("the General Meeting").
The effective date of the Transaction will be once all conditions precedent as set out in the Circular have
been met.
2. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the Transaction have been prepared for illustrative purposes only and
due to the nature thereof, may not fairly present Sun International's financial position, changes in equity,
results of operations or cash flows after completion of the Transaction. The pro forma financial effects are
the responsibility of the Directors and are based on the published reviewed profit and cash dividend
announcement of Sun International for the year ended 30 June 2014.
The purpose of the pro forma financial effects is to illustrate the impact of the Transaction had it been
implemented on the dates and on the assumptions set out below. It does not purport to be indicative of
what the financial results would have been had the Transaction been implemented on a different date.
Pro forma financial effects on the reviewed results of Sun International for the year ended 30 June 2014
Cents Before the Pro Forma after %
Transaction1 the Transaction change
Basic earnings per share 4 ("EPS") 555 527 (5.0)
Headline earnings per share 4 568 540 (4.9)
Adjusted headline earnings per share 4 657 635 (3.3)
Net asset value per share 5 1 609 1 523 (5.3)
Net tangible asset value per share 5 834 749 (10.2)
Notes:
1. Extracted from the published reviewed profit and cash dividend announcement of the Company for
the year ended 30 June 2014.
2. The results and financial position of Monticello are consolidated within Sun International's results for
the period ended 30 June 2014. In terms of IAS27: Consolidated and Separate Financial Statements,
the acquisition of the further 54.7% in Monticello is accounted for within equity as a transaction with
minorities.
3. As a consequence of the probability of the Transaction being implemented at 30 June 2014, the
liability for the estimated likely consideration for the Transaction has been accrued within the
statement of financial position at such date.
4. Pro forma financial effects on EPS, headline EPS and adjusted headline EPS are based on the following
principal assumptions:
(i) the Transaction was effective 1 July 2013;
(ii) the primary payment of US$114 million and the further initial payment of US$32 million was
financed from existing US$ cash reserves, an existing US$ long?term facility and a new Pesos
facility, incurring interest at an average effective interest rate of 6.2% pa before taxation;
(iii) the maximum potential "top?up" payment is payable, with the unwinding of the imputed interest
charged to the income statement; and
(iv) estimated transaction costs of R1.2 million.
5. Pro forma financial effects on NAV and NTAV per share are based on the following principal
assumptions:
(i) the Transaction was effective 30 June 2014;
(ii) accrual for an additional R78 million (in addition to the R101 million already accrued for) to
account for the maximum potential "top?up" payment of US$17.5 million, being 54.7% of
US$32 million, present valued to the balance sheet date; and
(iii) estimated once off transaction costs of R1.2 million are charged to retained income.
6. All effects are of a recurring nature except where otherwise stated.
The pro forma statement of comprehensive income showing the effects of the Transaction on Sun
International's published reviewed profit and dividend announcement for the year ended 30 June
2014 and the reporting accountants' report on the pro forma financial information are set out in the
Circular.
3. INDEPENDENT EXPERT OPINION ON THE TRANSACTION
As the proposed acquisition of the effective 44.2% interest in Monticello from Novomatic AG is a Related
Party Transaction in terms of the Listings Requirements, a fairness opinion from an Independent Expert is
required to be obtained.
Investec Bank Limited, acting as Independent Expert, has considered the terms and conditions of the
Related Party Transaction and is of the opinion that, as at the date of the issue of the fairness opinion, the
Related Party Transaction is fair. This fairness opinion is set out in Annexure I of the Circular.
4. SALIENT DATES
Event Date
Last day to trade in order to be eligible to vote at the General Meeting on Friday, 12 September 2014
Record date to participate in and vote at the General Meeting on Friday, 19 September 2014
Forms of Proxy for the General Meeting to be lodged with Sun
International or the Transfer Secretaries by no later than 09:00 on Thursday, 25 September 2014
General Meeting held at 09:00 on Monday, 29 September 2014
Results of the General Meeting to be released on SENS on Monday, 29 September 2014
Results of General Meeting published in the press on Tuesday, 30 September 2014
Notes:
a) All times given in this Circular are local times in South Africa.
b) If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will
remain valid in respect of any adjournment or postponement of the General Meeting.
5. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcement released on SENS on 2 July 2014 and
are advised that, given that the full terms of the Transaction have been disclosed, caution is no
longer required to be exercised by Shareholders when dealing in their Sun International
securities.
Sandton
29 August 2014
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 29/08/2014 08:58:00 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.
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