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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”)
TRANSACTION UPDATE - RELATING TO SUN INTERNATIONAL’S PROPOSED ACQUISITION OF A MATERIAL
SHAREHOLDING IN GPI SLOTS PROPRIETARY LIMITED (“GPI SLOTS”)
Sun International and GPI shareholders (“Shareholders”) are referred to the circulars issued by Sun International
and GPI (“the parties”) respectively to its Shareholders on 21 July 2014 ("Circular") in respect of the proposed
acquisition by Sun International, through its wholly-owned subsidiary Sun International (South Africa) Limited (“SISA”),
of a material shareholding in GPI Slots, from GPI (“Acquisition”) and the various announcements released on the
Stock Exchange News Service (“SENS”) of the JSE Limited ("JSE") regarding the Acquisition, including the
announcement released on SENS on 29 December 2014 wherein Shareholders were advised that the acquisition of
the initial 25.1% interest in GPI Slots was implemented.
In terms of the Acquisition, GPI granted SISA options, exercisable within 30 days of the financial results of GPI Slots
for the year ending 30 June 2015 and 30 June 2016, being finalised, which is anticipated to be in September 2015
and 2016 respectively, to acquire additional GPI Slots shares and shareholder loans for cash such that SISA’s total
shareholding and shareholder loans in GPI Slots post exercise of Option Two will be 50.1% and post exercise of
Option Three will be 70%.
In order to allow for the applications to be made to the various regulators to approve Sun International acquiring the
further shareholding in respect of the Option Two and Option Three, the parties have agreed to amend the terms of the
sale of shares and claims agreement (“Amendments”) to allow for the applications to the regulators to be made upfront
whilst maintaining all commercial aspects of the Acquisition as initially envisaged. Should SISA elect not to proceed
with the acquisition of the shareholdings under Option Two and Option Three, SISA will be liable to pay all the costs
associated with the regulatory submission fees and approvals.
The Amendments have been considered by the parties’ directors, their respective legal advisors and reporting
accountants and have confirmed that the Amendments do not have a material effect on the previously calculated pro
forma financial effects and that the commercial terms of the Acquisition remain unchanged. Consequently, no further
Sun International or GPI shareholder approval will be sought in respect of the Amendments.
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
15 July 2015
Investment bank and transaction 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
Date: 15/07/2015 05:10:00 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.
