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Legal claim instituted by Sun Latam SpA, a subsidiary of Sun International against IPS
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”)
LEGAL CLAIM INSTITUTED BY SUN LATAM SpA ("Sun Latam") A SUBSIDIARY OF SUN INTERNATIONAL
AGAINST NUEVA INVERSIONES PACIFICO SUR LIMITADA ("IPS")
Sun International shareholders ("Shareholders") are referred to the announcement released by IPS in the
press on Wednesday, 24 June 2020 ("IPS Announcement") and Sun International’s announcement in
response thereto, which was released on SENS on Thursday, 25 June 2020.
In terms of section 15 of the IPS Announcement and notwithstanding the existence of a confidentiality
agreement between Sun Latam and IPS, reference is made to a dispute between Sun Latam and IPS,
regarding the disposal by Sun Latam of approximately 15% of its equity interest in Sun Dreams, a
subsidiary of Sun Latam, to IPS (“the transaction”).
The description of the transaction and subsequent litigation included in paragraph 15 of the IPS
Announcement is not accurate and underplays the significance of the matter. The Company accordingly
is in need of placing the factual situation before its Shareholders.
Shareholders are reminded that as per the JSE Listings Requirements, the transaction was announced by
Sun International on SENS on 30 April 2019.
In terms of the transaction, IPS agreed to acquire Sun Latam’s 14.94% equity interest in Sun Dreams for
the sum of US$ 85.8 million (approximately R 1.49 billion based on the closing US$: ZAR exchange rate on
24 June 2020), subject to certain conditions precedent being fulfilled.
Closure of the transaction was intended to take place following the fulfilment of the last of the conditions
precedent set out in the share purchase agreement, which included securing approval from the
Superintendency for Gambling Casinos (“SCJ”) in Chile. This approval by the SCJ was granted on 26
November 2019 whereafter Sun Latam moved for closure of the transaction on 3 December 2019.
On 28 November 2019 and notwithstanding that all of the conditions precedent to the transaction had
already been timeously fulfilled, and after being summoned for the closing pursuant to the provisions of
the share purchase agreement, IPS addressed a letter to Sun Latam purporting to terminate the
transaction and failed to close the transaction.
Accordingly, in January 2020, Sun International declared a dispute with IPS and approached the
International Chamber of Commerce (“ICC”) to resolve the dispute by way of arbitration in terms of the
ICC Rules of Arbitration in Chile. Sun International´s purpose is to obtain specific performance of the share
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purchase agreement, including the full payment of the above indicated purchase price. This arbitration is
expected to be heard during 2021.
Shareholders are advised that on each occasion that the Company received unsolicited non-binding
indicative proposals from IPS leading up to their IPS Announcement, the Company repeatedly impressed
upon IPS, in conjunction with other concerns raised, the importance and need to settle the dispute
between it and Sun Latam.
Sandton
26 June 2020
Financial Advisor and Sponsor to Sun International
Investec Bank Limited
Corporate Law Advisor
Cliffe Dekker Hofmeyr Incorporated
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Date: 26-06-2020 09:29:00
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