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Results of General Meeting
Sun International Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1967/007528/06)
Share code: SUI ISIN: ZAE000097580
(“Sun International” or the “Company”)
RESULTS OF GENERAL MEETING
Words and expressions in this announcement, unless defined, shall have the same meaning as
assigned to them in the circular issued to shareholders of Sun International dated 12 May 2015
(“Circular”).
1. INTRODUCTION
Sun International Shareholders are referred to the announcement released on the Stock
Exchange New Service of the JSE Limited (“SENS”) on 20 March 2015, as well as to the
Circular, regarding the terms on which Sun International, through its wholly owned subsidiary,
SISA, will acquire 100% of the Peermont Group (the “Transaction”) and the related Equity
Raise.
2. RESULTS OF THE GENERAL MEETING
Sun International Shareholders are advised that at the general meeting of Sun International
Shareholders held on Tuesday, 9 June 2015 at 10h00 (“General Meeting”), all of the
resolutions required to give effect to the Transaction and the Equity Raise as set out in the
notice convening the General Meeting incorporated in the Circular were passed, without
modification, by over 90% on each of the tabled resolutions.
The resolutions were voted on as follows:
% of issued Number
share capital
Total number of shares present/represented including
proxies at meeting (including shares abstained from voting) 79.09 80,967,278
Total number of shares present/represented including
proxies at meeting (excluding shares abstained from voting) 78.28 80,137,943
% of
% of total total
number number
Votes in of shares Votes of Abstentions % of total
favour voted at against shares issued share
the voted at capital
meeting the
meeting
Ordinary resolution number 1 –
Approval of the implementation of the
Transaction as a Category 1 73,304,015 91.47 6,833,928 8.53 829,335 0.81
transaction
Ordinary resolution number 2 –
Placing control of the authorised but
unissued Sun International Shares in
the hands of the directors solely for 73,088,248 91.20 7,049,695 8.80 829,335 0.81
the purposes of the Equity Raise and
the issue of the Sun Consideration
Shares
Ordinary resolution number 3 –
Authority to issue the Sun
Consideration Shares at a discount of 72,748,993 90.78 7,388,950 9.22 829,335 0.81
greater than 10%
Ordinary resolution number 4 -
Authorisation to exclude the holders
of the Treasury Shares, other than 73,304,015 91.47 6,833,928 8.53 829,335 0.81
Dinokana, from participating in the
Equity Raise
Ordinary resolution number 5 –
Authority for the directors or company
secretary to implement ordinary 73,304,015 91.47 6,833,928 8.53 829,335 0.81
resolutions numbers 1, 2, 3 and 4,
and special resolutions 1, 2, 3, 4 and
5
Special resolution number 1 –
Conversion of Sun International
Share capital from par value Sun
International Shares to no par value 73,304,015 91.47 6,833,928 8.53 829,335 0.81
Sun International Shares
Special resolution number 2 –
Increase in the number of authorised
but unissued Sun International 73,304,015 91.47 6,833,928 8.53 829,335 0.81
Shares
Special resolution number 3 –
Authorisation for the amendment of
the Company’s Memorandum of 73,304,015 91.47 6,833,928 8.53 829,335 0.81
Incorporation
Special resolution number 4 –
Authorisation for the issue of 30% or
more of the Company’s Sun
International Shares for the purposes
of implementing the Equity Raise and 72,437,105 90.39 7,700,838 9.61 829,335 0.81
the Transaction and for the issue of
shares to Underwriters, directors and
officers
Special resolution number 5 –
Authorisation for the Company to 72,521,521 90.51 7,608,034 9.49 837,723 0.82
grant financial assistance
3. CONDITIONS PRECEDENT
Shareholders are advised that, inter alia, the following conditions precedent to the Transaction
as detailed in the Circular, remain outstanding:
a. the approvals of the Financial Surveillance Department of SARB required under the
Exchange Control Regulations;
b. the approval of the Gauteng Gambling Board; and
c. the approval of the Competition Authorities.
4. FINALISATION OF THE TRANSACTION
A finalisation announcement will be released on SENS in due course once the Transaction has
been implemented and all conditions precedent have been fulfilled.
Sandton
9 June 2015
Investment bank and Sponsor to Sun International Corporate law advisor to Sun
transaction sponsor to Sun International
International
RAND MERCHANT BANK Cliffe Dekker Hofmeyr
Investec Bank Limited
(a division of FirstRand Limited) Incorporated
Financial advisor to Peermont Corporate law advisor to Reporting Accountant to Sun
Group Peermont Group International
RAND MERCHANT BANK (a Bowman Gilfillan Incorporated PricewaterhouseCoopers
division of FirstRand Bank Limited) Incorporated
Corporate law advisor to the Corporate law advisor to Reporting Accountant to
Sellers (other than Mineworkers Mineworkers Investment Maxshell
Investment Company) Company
Kirkland & Ellis LLP Read Hope Phillips Attorneys KPMG Incorporated
Webber Wentzel
Joint underwriters for the Equity
Raise
Investec Bank Limited
Nedbank Limited
Date: 09/06/2015 03:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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