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Posting of Circular and Notice of General Meeting
Sun International Limited
(Registration number: 1967/007528/06)
Share Code: SUI
ISIN: ZAE000097580
(“Sun International” or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are advised that a circular containing relevant information pertaining to a proposed rights
offer and certain proposed amendments to the rules of the Sun International Equity Growth Plan 2005
and the Sun International Bonus Share Matching Plan, and incorporating a notice of general meeting
(“Notice of General Meeting”) and a form of proxy ("the Circular"), has been posted to Sun
International shareholders (“Shareholders”) today, 16 February 2018.
The purpose of the Circular is to seek Shareholder approval on certain resolutions, namely:-
- placing the unissued shares of the Company under the control of the directors and to issue
additional shares under Section 41 of the Companies Act for purposes of the proposed rights
offer; and
- amending the rules of the share incentive plans mentioned above.
Shareholders are advised that the Circular is immediately available on the Company's website at:
https://corporate.suninternational.com/investors
Rationale for the Proposed Rights Offer
Shareholders are further referred to the announcement released by the Company on SENS on 8
November 2017 and are advised that at 31 December 2017, the Sun International group’s borrowings
were R15 billion, of which R11.4 billion was attributable to the South African balance sheet. The
South African debt includes the investments made in the Ocean Sun Casino in Panama and the Sun
Nao Casino in Colombia. The Company has outstanding capital investment commitments of
approximately R230 million (2018) in order to complete the Time Square development.
Due to the difficult trading conditions both locally and globally, the Sun International group
renegotiated its South African debt covenant levels for June 2017 and December 2017. Although
trading has improved marginally at Time Square and the group met its debt covenants at 31 December
2017, the board of the Company has nevertheless deemed it prudent to embark on a capital raise
exercise in order to de-risk the balance sheet. Accordingly, the proceeds from the proposed rights
offer will be used to repay debt, thereby creating head room in relation to relevant debt covenants. A
stronger balance sheet and capital structure will also afford management greater operational freedom
and the ability to focus its time and efforts on the stated ‘back to basics’ strategy. In addition, the
proposed rights offer will reduce Sun International’s interest charge as rates are based on Sun
International’s prevailing debt metrics.
Notice of General Meeting
Notice is hereby given that a general meeting of Shareholders (“General Meeting”) will be held at 09:00
on, Friday, 23 March 2018 at the Maslow Hotel, corner Grayston Drive and Rivonia Road, Sandton,
Gauteng, South Africa to consider and, if deemed fit, pass, with or without modification, the resolutions
contemplated in the Notice of General Meeting.
The Notice of General Meeting has been delivered to Shareholders who were recorded as such in the
Company's securities register on Friday, 9 February 2018 being the notice record date used to
determine which Shareholders are entitled to receive the Notice of the General Meeting. The salient
dates relating to the General Meeting are detailed as follows:
2018
Record date to determine which Shareholders are entitled to receive the Friday, 9 February
Circular incorporating the Notice of General Meeting
Announcement advising of the posting of the Circular and giving the date Friday, 16 February
and place of the General Meeting released on SENS on
Circular and Notice of General Meeting posted to Shareholders on Friday, 16 February
Last day to trade in Sun International shares in order to participate and Tuesday, 13 March
vote at the General Meeting
Record date to participate in and vote at the General Meeting Friday, 16 March
Last day to lodge forms of proxy for the General Meeting by 09:00, for Thursday, 22 March
administrative purposes only, on
General Meeting held at 09:00 on Friday, 23 March
Results of the General Meeting released on SENS on Friday, 23 March
1. All times referred to in the Circular are local times in South Africa.
2. Any variation of the above dates and times will be approved by the JSE and released on SENS.
3. Shareholders should note that, as transactions in Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three business days after such trade.
Therefore, persons who acquire Sun International shares after the last day to trade in order to
be eligible to vote at the General Meeting, namely, Tuesday, 13 March 2018, will not be able to
vote thereat.
4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
General Meeting will remain valid in respect of any such adjournment or postponement.
Sandown
16 February 2018
Financial Advisor and Sponsor
Investec Bank Limited
Date: 16/02/2018 12:30:00 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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