RAH SUI SUI/RAH - Sun International Limited/ Real Africa
Holdings Limited - Acceptance of the offer in terms of
Section 124 SUN INTERNATIONAL LIMITED (Incorporated in the
Republic of South Africa) (Registration number:
1967/007528/06) Share code: SUI ISIN:ZAE000097580 ("Sun
International") REAL AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) (Registration
number: 1994/003919/06) (Share code: RAH) (ISIN:
ZAE000008702) ("RAH" or "the Company")
ACCEPTANCES OF THE OFFER TO THE SHAREHOLDERS OF RAH AND
SALIENT DATES AND TIMES RELATING TO THE NOTIFICATION IN TERMS
OF SECTION 124 OF THE COMPANIES ACT, 2008 (ACT 71 OF 2008),
AS AMENDED ("COMPANIES ACT") 1 LEVEL OF ACCEPTANCES
OF THE OFFER AND NOTIFICATION IN TERMS OF SECTION 124 OF THE
COMPANIES ACT Sun International is pleased to announce that
as at close of business on Wednesday, 18 January 2012, the
last practicable date, Sun International (South Africa)
Limited ("the offeror") has received acceptances
from RAH shareholders in respect of 115 376 759 RAH shares
equating to 95.1% of all of the RAH shares but specifically
excluding the RAH shares held by the offeror and any treasury
RAH shares ("the offer shares"). As the offer has
been accepted by RAH shareholders holding at least 90% of the
offer shares, the offeror intends to exercise its
entitlement, by means of the notice provided within the
circular to be posted to RAH shareholders on or about Friday
20 January 2012, to compulsorily acquire, on the same terms
and conditions contained in the offer circular dated 5
December 2011 ("offer circular"), the remaining
offer shares in accordance with the terms of section 124 of
the Companies Act. 2 SUSPENSION AND TERMINATION OF THE
LISTING OF RAH SHARES ON THE JSE LIMITED The listing of RAH
shares will be suspended on the JSE Limited ("JSE")
with effect from the commencement of trade on the JSE on
Monday, 30 January 2012 and terminated with effect from the
commencement of trade on the JSE on Thursday, 22 March 2012,
unless an application is made to the High Court of South
Africa ("the Court") to prevent the compulsory
acquisition of the remaining offer shares in terms of section
124 of the Companies Act and the Court orders that the
offeror shall not be entitled to invoke the compulsory
acquisition of the remaining offer shares or the Court
imposes conditions or terms which are different from those in
the offer circular. 3 SALIENT DATES AND TIMES 2012 Notice
given in terms of section 124 of Friday, 20 January the
Companies Act Last day to trade RAH shares Friday, 27 January
Listing of RAH shares suspended on the Monday, 30 January JSE
with effect from the commencement of trade Offer
consideration record date on which Friday, 3 February RAH
shareholders must be recorded in the register in order to
participate in the offer Offer consideration posted to offer
Offer consideration settlement participants who have not
dematerialised dates, being within six business their RAH
shares (offer participants days after acceptance of the will
receive either a direct deposit or offer until the sixth
business a posted cheque) day after the closing date Offer
consideration credited to the CSDP Offer consideration
settlement or broker, as the case may be, of offer dates,
being within six business participants who have
dematerialised days after acceptance of the their RAH shares
and whose acceptance of offer until the sixth business the
offer has been received by the day after the closing date
transfer secretaries Last day to apply to the Court in terms
Friday, 9 March of section 124(2) of the Companies Act
Closing date of the offer at 12:00 Friday, 9 March Compulsory
acquisition of the RAH shares Monday, 12 March held by the
remaining RAH shareholders who have not accepted the offer
contained in the offer circular will be implemented, in
accordance with section 124(5) of the Companies Act and the
JSE settlement procedures, on the commencement of business
Date of payment of the offer Tuesday, 20 March consideration
to RAH, if no order has been made in terms of section 124(2)
of the Companies Act Termination of the listing of RAH shares
Thursday, 22 March on the JSE from the commencement of trade
Notes: 1 The above dates and times are subject to amendment
at the discretion of the offeror, subject to prior written
approval from the Takeover Regulation Panel being obtained.
Any such amendment will be released on SENS and published in
the South African press. 2 Certificated RAH shareholders are
required to complete and return the form of acceptance,
surrender and transfer (blue) attached to the offer circular
in accordance with the instructions contained therein to be
received by the transfer secretaries by no later than 12:00
on the closing date. 3 In the case of certificated RAH
shareholders who have accepted the offer and who have
surrendered their documents of title, payment of the offer
consideration will be made by cheque or deposited directly
into each such RAH shareholder's bank account, whichever
a certificated RAH shareholder may instruct, at the risk of
the RAH shareholder concerned. 4 Dematerialised RAH
shareholders (including own-name dematerialised RAH
shareholders) are required to notify their duly appointed
CSDP or broker timeously of their intention to accept the
offer in the manner and time stipulated in the agreement
governing the relationship between the dematerialised RAH
shareholder and his CSDP or broker. 5 In the case of
dematerialised RAH shareholders (including own-name
dematerialised RAH shareholders), payment of the offer
consideration will be made by crediting their accounts at the
CSDP or broker, as the case may be, in accordance with the
agreement governing the relationship between the
dematerialised RAH shareholder and the CSDP or broker
concerned. 6 No dematerialisation or rematerialisation of RAH
shares will take place between the first business day after
the last day to trade, in order for RAH shareholders to
participate in the offer, and the closing date, both days
inclusive. 7 All dates and times indicated above are South
African dates and times. 4 ACTIONS TO BE TAKEN BY RAH
SHAREHOLDERS RAH shareholders are requested to follow the
procedures for acceptance of the offer as contained in
paragraph 3.8 of the offer circular. 5 RESPONSIBILITY
STATEMENT Sun International and the independent directors of
RAH accept responsibility for the information contained in
this announcement. To the best of their respective knowledge
and belief, the information contained in this announcement is
true and nothing has been omitted which is likely to affect
the import of the information. Johannesburg 20 January 2012
Investment bank to Sun Sponsor to Sun Attorneys to Sun
International International International Investec Bank
Limited Investec Bank Limited ENS Sponsor to RAH Attorneys to
RAH Investec Bank Limited Bowman Gilfillan Date: 20/01/2012
11:59:01 Produced by the JSE SENS Department. The SENS
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disseminated through SENS.
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