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SUN INTERNATIONAL LIMITED - Transaction update relating to Sun Internationals proposed acquisition of a material shareholding in GPI Slots

Release Date: 29/12/2014 08:30
Code(s): SUI     PDF:  
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Transaction update relating to Sun International’s proposed acquisition of a material shareholding in GPI Slots

       SUN INTERNATIONAL LIMITED                             GRAND PARADE INVESTMENTS LIMITED
 (Incorporated in the Republic of South Africa)              (Incorporated in the Republic of South Africa)
    (Registration number: 1967/007528/06)                       (Registration Number 1997/003548/06)
                Share code: SUI                                            Share code: GPL
             ISIN: ZAE000097580                                          ISIN: ZAE000119814
              (“Sun International”)                                              (“GPI”)


JOINT ANNOUNCEMENT - TRANSACTION UPDATE RELATING TO SUN INTERNATIONAL’S PROPOSED
ACQUISITION OF A MATERIAL SHAREHOLDING IN GPI SLOTS PROPRIETARY LIMITED (“GPI SLOTS”)
FROM GPI

1.   INTRODUCTION

Sun International and GPI shareholders are referred to the circular as issued by Sun International and GPI
respectively to its shareholders on 21 July 2014 ("Circular") in respect of the proposed material acquisition in GPI
Slots by Sun International through its wholly owned subsidiary Sun International (South Africa) Limited, from GPI
(“Proposed Acquisition”) and the announcement detailing the results of the general meeting dated 22 August 2014
wherein Sun International and GPI shareholders were respectively informed that all resolutions required for the
approval of the Proposed Acquisition were passed by the requisite majority by both Sun International and GPI
shareholders at their respective general meetings.


2.   FULFILMENT OF CONDITIONS PRECEDENT

Sun International and GPI shareholders were originally advised that the agreements to give effect to the Proposed
Acquisition included a condition precedent (which, in terms of the agreements was not capable of waiver) which
required the Mpumalanga Gambling Board approval in terms of section 36 of the Mpumalanga Gambling Act, Act No.
5 of 1995 (“Act”). Subsequently, the agreements have been amended such that the parties are able to waive and
have agreed to waive, the Mpumalanga Gambling Board approval (“Waived Condition”), given that the Act allows for
the approval of the Mpumalanga Gambling Board to be obtained subsequent to implementation. The intention is that
the Waived Condition will then be obtained post implementation of the Proposed Acquisition.

The Waived Condition is considered immaterial to the Proposed Acquisition and no further Sun International or GPI
shareholder approval will be sought in this respect.

As a result of the Waived Condition, the Proposed Acquisition is now unconditional (all other conditions precedent
having been fulfilled) and will be implemented by Sun International and GPI in terms of the agreements governing the
Proposed Acquisition.


By order of the board of directors of Sun International Limited
Sandton

By order of the board of directors of Grand Parade Investments Limited
Cape Town


29 December 2014




                                                                                                         
Investment Bank and Transactional Sponsor to Sun International
Investec Bank Limited

Sponsor to Sun International
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal advisor to Sun International
Cliffe Dekker Hofmeyr

Lead corporate advisor to GPI
Leaf Capital

Sponsor and corporate advisor to GPI
PSG Capital

Legal advisor to GPI
Bernadt Vukic Potash & Getz




                                                                

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