Sun International ups RAH offer

Posted On Wednesday, 06 September 2006 02:00 Published by
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Sun International has increased its offer for Real Africa Holdings from an already revised 513 cents per share to 530 cents per share
 
Sun International (SUI) has increased its offer for Real Africa Holdings (RAH) from an already revised 513 cents per share to 530 cents per share, it was announced.
 
The offer has been extended to noon on September 15.
 
RAH said that notwithstanding the revised offer, it still believed that it undervalued the company and advised shareholders not to accept it.
 
RAH noted that an independent external advisor had in June concluded that the minimum value for RAH was 6.40 rand per share, before the payment by RAH of
ordinary and special dividends of 77 cents per share. The ex-distribution minimum value reduced this to 5.63 rand per share.
 
RAH also announced that its subsidiary, Afrisun had notified its co-shareholders in SunWest International of its intention to exercise its pre-emptive rights to acquire a further interest in SunWest.
 
The announcement said that Sun International South Africa Limited (Sisa), a wholly owned subsidiary of Sun International, intended to dispose of 536,800 ordinary shares and 23,346 N shares in SunWest to Grand Parade Investments Limited (GPI) for 148.81 rand per share. Afrisun is a shareholder in SunWest and as at March 31, the RAH board valued the investment in SunWest at 454.56 rand per share.
 
Afrisun has received external legal advice that the intention of Sisa to dispose of the shares in SunWest had triggered pre-emptive rights contained in the shareholders agreement concluded between Afrisun, Sisa and GPI. In terms of these rights, Afrisun is entitled to require Sisa to unconditionally offer to dispose of a minimum of 200,945 ordinary shares and 8,739 N shares to Afrisun at a price of 148.81 rand per share. Afrisun intends to enforce such pre-emptive rights and has notified Sisa accordingly.
 
RAH said that Sun International had also announced in its results announcement for the year to June that it intends to grant GPI an option over a further 5% shareholding in SunWest at a strike price of 165.00 rand per share. Sun International also expressed its intention to sell a further 2.46% of the SunWest shares at fair value at a future date.
 
"Afrisun will at the appropriate time procure external legal advice as to whether the above intended disposals trigger pre-emptive rights, and at such time and depending on the terms, determine if its pre-emptive rights will be exercised."
 
It said that the enforcement of pre-emptive rights by Afrisun referred to above was distinct from, and in addition to, the enforcement of pre-emptive rights by Afrisun which forms the subject matter of the legal proceedings instituted by Afrisun against Sisa in the High Court of South Africa in May.

The valuation of RAH excludes any value in the SunWest shares which are the subject matter of the current litigation.

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