SUN INTERNATIONAL LIMITED - Proposed increase by Sun International, of it's equity interest in Afrisun KZN Proprietary Limited

Proposed increase by Sun International, of it's equity interest in Afrisun KZN Proprietary Limited

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”)


PROPOSED INCREASE BY SUN INTERNATIONAL, ACTING THROUGH ITS WHOLLY OWNED SUBSIDIARY SUN
INTERNATIONAL (SOUTH AFRICA) LIMITED (“SISA”), OF ITS EQUITY INTEREST IN AFRISUN KZN PROPRIETARY
LIMITED (“SIBAYA”) BY MEANS OF A SUBSCRIPTION FOR SHARES AND SHARE REPURCHASE


1.     BACKGROUND AND RATIONALE FOR THE PROPOSED TRANSACTION

       Sibaya, which is a subsidiary of Sun International, owns and operates the Sibaya Casino in Kwa-Zulu Natal.

       The Sun International board has agreed to increase its equity interest in Sibaya by way of a subscription for
       shares in Sibaya and a share repurchase by Sibaya of Dolcoast Investments SPV Proprietary Limited’s
       (“Dolcoast”) 22.39% equity interest in Sibaya. In addition, Sun International will acquire Dolcoast’s 29.92%
       equity interest in Afrisun KZN Manco (Pty) Ltd (“Afrisun Manco”) and 3.73% equity interest in National Casino
       Resort Manco (Pty) Ltd (“National Casino”) (collectively “the Proposed Transaction”).

       At present, Sun International has a 64.78% economic interest in Sibaya which will increase to 87.17%
       following the Closing Date (as defined below) of the Proposed Transaction.

       Aside from simplifying the shareholding of Sibaya, the Proposed Transaction represents an opportunity for
       Sun International to increase its shareholding in Sibaya at an attractive historical multiple of 5.6 x EBITDA.
       Furthermore, the transaction will reduce the cash leakage through reducing minority dividends, will be cash
       accretive and will over time assist to further deleveraging Sun International’s debt.

2.     SALIENT TERMS OF THE PROPOSED TRANSACTION

       The salient terms and conditions of the Proposed Transaction, as set out in the various agreements concluded
       between the parties on 26 July 2019 (collectively “the Agreements”) are summarised as follows:-

       •      Sun International has agreed to subscribe for the same number and class of shares as currently held
              by Dolcoast in Sibaya;
       •      following the subscription for the aforementioned shares by Sun International, Sibaya will repurchase
              Dolcoast’s entire issued share capital held in Sibaya for a repurchase price of R536 million;
       •      in addition to subscribing for the Sibaya shares referred to above, Sun International has agreed to
              acquire Dolcoast’s equity interests in Afrisun Manco and National Casino for a combined purchase
              consideration of R3.9 million;
       •      the remaining shareholders of Sibaya have waived their pre-emptive rights to subscribe for those
              shares which Sun International intends subscribing for in Sibaya;
       •      the closing date of the Proposed Transaction will be the third business day immediately following the
              date upon which the last of the suspensive conditions set out in the Agreements have been fulfilled
              or waived (to the extent that they are capable of being waived) by the parties (“the Closing Date”);
       •      the Proposed Transaction will be subject to the fulfilment or waiver (to the extent that they are capable
              of being waived) of the suspensive conditions set out in this announcement and more fully described
              in the Agreements; and                                                                                               
      •       the Proposed Transaction and the Agreements will be governed by and interpreted according to the
              law of South Africa, with all disputes being finally settled under the Rules of the Arbitration Foundation
              of Southern Africa, sitting in Johannesburg, South Africa.

3.    EFFECTIVE REPURCHASE PRICE

      The effective repurchase price of Dolcoast’s equity interest in Sibaya is R536 million (“Repurchase Price”)
      with the effective combined purchase consideration of Dolcoast’s equity interests in Afrisun Manco and
      National Casino being R3.9 million; which amounts will be payable to Dolcoast on the Closing Date.

      The Repurchase Price together with the combined purchase consideration of Dolcoast’s equity interests in
      Afrisun Manco and National Casino, will be funded through a combination of cash resources and external
      debt finance.

4.    EFFECTIVE DATE OF THE PROPOSED TRANSACTION

      The Proposed Transaction will become effective on the Closing Date.

5.    NET ASSET VALUE OF AND PROFITS ATTRIBUTABLE TO SIBAYA

      The book net asset value of Sibaya as at 31 December 2018 (being the date of the most recent published
      financial results), was R341 million.

      For the year ended 31 December 2018, Sibaya generated revenue of R1 289 million, EBITDA of R430 million
      and profit after tax of R234 million.

      The Proposed Transaction and settlement of the Repurchase Price is not expected to have a material effect
      on the Company’s basic earnings, headline earnings, adjusted headline earnings and net asset value per share.

6.    SUSPENSIVE CONDITIONS TO THE PROPOSED TRANSACTION

      The Proposed Transaction is subject to, inter alia, the undermentioned:-

      •        Sun International securing the appropriate funding approvals for the Proposed Transaction; and
      •        the obtaining of the Kwa-Zulu Natal Gaming and Betting Board’s approval.

7.    CATEGORISATION OF THE PROPOSED TRANSACTION

      The Proposed Transaction (taking all components thereof into consideration), is classified as a Category 2
      transaction in terms of Section 9.15 of the JSE Listings Requirements and accordingly will not require Sun
      International shareholder approval.


By order of the board of the Company


Sandton
29 July 2019


Financial Advisor and Sponsor to Sun International
Investec Bank


                                                                                                              

Date: 29/07/2019 08:15:00
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.