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SUN INTERNATIONAL LIMITED - Results of the Rights Offer

Release Date: 04/06/2018 17:00
Code(s): SUI     PDF:  
Wrap Text
Results of the Rights Offer

Sun International Limited
(Registration number 1967/007528/06)
(Incorporated in the Republic of South Africa)
Share Code: SUI
ISIN: ZAE000097580
(“Sun International” or the “Company”)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE EXTENSION OR
MAKING THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN CONTRAVENTION OF APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR
ANY OTHER JURISDICTION


RESULTS OF THE RIGHTS OFFER

Sun International shareholders (“Shareholders”) are referred to the circular dated Monday, 14 May 2018
(“Circular”) relating to the partially underwritten, renounceable rights offer of approximately R1.5 billion (“Rights
Offer”). Terms defined in the Circular bear the same meaning in this announcement.

The Rights Offer consisted of an offer of 27 643 976 Sun International shares (“Rights Offer Shares”) in the ratio of
25.34 Rights Offer Shares for every 100 existing Sun International ordinary shares held on the record date of the
Rights Offer, at a subscription price of R57.82 per Rights Offer Share.

The Rights Offer closed at 12h00 on Friday, 1 June 2018 and was significantly oversubscribed. The results of the
Rights Offer are set out below:


                                                                              Percentage of
Applications                                     Number of shares              Rights Offer             Value (R'billion)
                                                                                    Shares



Subscriptions for Rights Offer Shares                    25 706 151                   92.99%                     1.486
Applications for excess Rights Offer Shares              25 951 463                   93.88%                     1.501
Total applications for Rights Offer Shares               51 657 614                  186.87%                     2.987


                                                                              Percentage of
Allocations                                      Number of shares              Rights Offer             Value (R'billion)
                                                                                    Shares



Subscriptions for Rights Offer Shares                    25 706 151                   92.99%                     1.486
Excess Rights Offer Shares allocated                      1 937 825                    7.01%                     0.112
Total Rights Offer Shares allocated                      27 643 976                   100.0%                     1.598



The Rights Offer Quantum to be raised excluded the 1 702 869 Rights Offer Shares in respect of the Treasury
Shares. The excess Rights Offer Shares that have been allocated as per the Circular, resulted in additional funds
being raised through the market.

The excess applications applied for will be allocated equitably, taking cognisance of the number of Sun International
shares and rights held by each Shareholder immediately prior to such allocation, including those taken up as a result
of the Rights Offer, and the number of excess shares applied for by such Shareholder.

Share certificates will be posted to certificated Shareholders, who followed their rights, on Monday, 4 June 2018.
Dematerialised Shareholders who have subscribed for Rights Offer Shares will have their accounts debited and
updated by their CSDP or broker on Monday, 4 June 2018.

Share certificates will be posted to certificated Shareholders who have applied for excess Rights Offer Shares on
Wednesday, 6 June 2018 and dematerialised Shareholders who applied for excess Rights Offer Shares will have the
excess Rights Offer Shares allocated to them and credited to their accounts by their CSDP or broker on Wednesday,
6 June 2018

Refund payments in respect of unsuccessful applications will be made to the relevant applicants on or about
Wednesday, 6 June 2018. No interest will be paid on monies received in respect of unsuccessful applications.

Following the conclusion of the Rights Offer, the total issued share capital of the Company will increase to 136 730
964 Sun International ordinary shares of no par value each, which includes 6 719 759 shares held by Dinokana
Investments (Pty) Ltd, of which Sun International holds 73.6%.

Disclaimer

 The Rights Offer Shares will not be registered with the United States Securities and Exchange Commission (“SEC”)
 under the United States Securities Act of 1933, as amended, (“U.S. Securities Act”) or under any securities laws of
 any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold,
 renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable
 exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and
 applicable state and other securities laws of the United States. There will be no public offer of the Rights Offer Shares
 in the United States. Neither the SEC nor any United States federal or state securities commission has registered,
 approved or disapproved the Rights Offer Shares or the Rights Offer circular or passed comment or opinion upon the
 accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United
 States.

 In member states of the European Economic Area (“EEA”) (each, a ‘Relevant Member State’), this announcement
 and any offer if made subsequently is directed exclusively at persons who are ‘qualified investors’ within the meaning
 of the Prospectus Directive. For these purposes, the expression ‘Prospectus Directive’ means Directive 2003/71/EC
 (and amendments thereto, including Directive 2010/73/EU and Regulation 2017/1129), and includes any relevant
 implementing measure in the Relevant Member State.

 In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or
 investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified
 Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act
 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d)
 of the Order, (all such persons together being referred to as “relevant persons”). Persons who are not relevant
 persons should not take any action on the basis of this announcement and should not act or rely on it.
Johannesburg
4 June 2018


Financial Advisor and Sponsor
lnvestec Bank Limited

South African Legal Advisor
Cliffe Dekker Hofmeyer Incorporated

International Legal Advisor
Cravath, Swaine & Moore LLP (as to US law)

Underwriter
Value Capital Partners Proprietary Limited

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