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Posting of Circular to Shareholders
SUN INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/007528/06)
Share code: SUI
ISIN: ZAE000097580
LEI: 378900835F180983C60
("Sun International" or “the Company” or “the Group”)
POSTING OF CIRCULAR TO SHAREHOLDERS
1. INTRODUCTION
Shareholders are advised that as a result of the declaration of the Covid-19 pandemic as a national
disaster in terms of the Disaster Management Act, 2002 and the subsequent national lockdown
imposed thereafter which has negatively impacted the Group, the Board has deemed it prudent to
embark on a proposed rights offer to raise approximately R1,200 million, which will improve the
Company’s liquidity and strengthen its balance sheet (“the Proposed Rights Offer”).
The proceeds of the Proposed Rights Offer will enable the Company to position itself for the
resumption of full trading post the Covid-19 lockdown. Further details of the Proposed Rights Offer
will be set out in the rights offer circular to be posted to shareholders during July 2020.
Furthermore, the Board has proposed amending its Memorandum of Incorporation (“MOI”) to,
among others, increase its authorised shares for purposes of the Proposed Rights Offer and to further
align it with recent changes to the Companies Act, no. 71 of 2008 (“the Act”).
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular providing shareholders with relevant information regarding the proposed amendments to
the MOI and the Proposed Rights Offer has been distributed on Friday, 12 June 2020, and includes:
- certain amendments to the MOI of the Company;
- the authorisation to issue additional shares for the purpose of implementing the Proposed Rights
Offer considering that the voting power of such shares, upon issue, may be equal to or exceed
30% of the voting power of the shares currently in issue and in order to issue shares under the
Proposed Rights Offer to shareholders contemplated in sections 41(1) and 41(3) of the Act;
- the placing of the unissued shares under the control of the directors and the granting of authority
to the directors to issue additional shares for the purpose of implementing the Proposed Rights
Offer; and
- the approval of the waiver of any mandatory offer (“the Circular”).
3. NOTICE OF GENERAL MEETING
A general meeting of shareholders will be held at 09:00 on Monday, 13 July 2020, at the Maslow Hotel,
corner Grayston Drive and Rivonia Road, Sandton, Gauteng, South Africa, or wholly by electronic
participation in the event that the Company announces on SENS prior to the general meeting that the
said meeting will be held by way of electronic communication as a virtual meeting (“General
Meeting”), for the purpose of considering and if deemed fit, passing, with or without modification,
the resolutions set out in the notice of General Meeting forming part of the Circular.
4. SALIENT DATES
2020
Record date to determine which shareholders are entitled to receive the
Circular incorporating the notice of General Meeting Friday, 5 June
Circular and notice of General Meeting posted to shareholders on Friday, 12 June
Last day to trade in Sun International shares in order to participate and
vote at the General Meeting Tuesday, 30 June
Record date to participate in and vote at the General Meeting Friday, 3 July
Last day to lodge forms of proxy for the General Meeting by 09:00, for
administrative purposes only, on Friday, 10 July
General Meeting held at 09:00 on Monday, 13 July
Results of the General Meeting released on SENS on Monday, 13 July
Notes:
1. All times referred to above 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 shares after the last day to trade in order to be eligible to vote at
the General Meeting, namely, Tuesday, 30 June 2020, will not be able to vote thereat.
4. A shareholder may submit the form of proxy (blue) at any time before the commencement of the
General Meeting (or any adjournment of the General Meeting).
5. 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.
5 RESPONSIBILITY STATEMENT
The members of the independent board established to consider the waiver of mandatory offer as
set out in the Circular, have accepted responsibility for the accuracy of the information contained in
the Circular and this announcement in relation to the waiver of mandatory offer and have certified
that to the best of their knowledge and belief, there are no other facts, the omission of which would
make any statement in the Circular or this announcement false or misleading, that they have made
all reasonable enquiries to ascertain such facts and that all information required by law in relation
to the waiver of mandatory offer has been included.
Sandton
12 June 2020
Financial Advisor and Sponsor to Sun International
Investec Bank Limited
Corporate Law Advisor
Cliffe Dekker Hofmeyr Incorporated
Date: 12-06-2020 04:00:00
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