SUN INTERNATIONAL LIMITED - Proposed Disposal by Sun International of 43.3% of its Equity Interest and 100% of its Loan Account in TCN to RFC

Proposed Disposal by Sun International of 43.3% of its Equity Interest and 100% of its Loan Account in TCN to RFC

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")

VOLUNTARY ANNOUNCEMENT REGARDING THE PROPOSED DISPOSAL BY SUN INTERNATIONAL OF 43.3% OF ITS
EQUITY INTEREST AND 100% OF ITS LOAN ACCOUNT IN THE TOURIST COMPANY OF NIGERIA PLC ("TCN") TO
RUTAM FINANCE COMPANY LIMITED ("RFC") IN NIGERIA


1.     BACKGROUND AND RATIONALE FOR THE PROPOSED TRANSACTION

       Sun International currently owns and holds 49.3% of the issued shares of TCN in Nigeria. TCN which trades
       as the Federal Palace Hotel in Lagos is managed by Sun International (South Africa) Limited in terms of a
       written operating management agreement.

       Shareholders are advised that in accordance with Sun International's previously stated intention and strategy
       to exit its investment in Nigeria, the Company has, subject to the fulfilment of certain conditions precedent,
       concluded a sale and purchase of shares agreement to dispose of 43.3% of its equity interest in TCN to RFC
       and contemporaneously executed a sale and purchase of loan agreement to dispose of 100% of its loan
       account held in TCN to RFC (collectively the "Proposed Transaction").

       The Proposed Transaction will result in Sun International receiving an amount of circa R275 million from RFC
       on the closing date as defined below, the proceeds of which will be applied against Sun International's group
       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
       contemporaneously between the parties on 18 March 2024 (collectively "the Agreements") are summarised
       as follows: -

       -      Sun International has agreed to dispose of 43.3% of its 49.3% equity interest held in TCN to RFC for a
              selling price of US Dollars 1.875 million and dispose of 100% of its loan account held in TCN to RFC for
              a selling price of US Dollars 12.675 million;
       -      the remaining 6% equity interest held by Sun International in TCN will be sold by Sun International in
              due course and shareholders will be advised thereof at the appropriate time;
       -      the remaining major shareholders of TCN have, as per the shareholders agreement in place between
              the parties, agreed to waive their pre-emptive rights to subscribe for those shares which Sun
              International intends selling to RFC and have consented to the Proposed Transaction;
       -      the closing date of the Proposed Transaction will be the third business day immediately following the
              date upon which the last of the conditions precedent set out in the sale and purchase of shares
              agreement have been fulfilled or waived (to the extent that they are capable of being waived) by the
              parties which is anticipated to be not later than 28 May 2024 ("the Closing Date");
       -      the sale and purchase of shares agreement will be subject to the fulfilment or waiver (to the extent
              that they are capable of being waived) of the conditions precedent set out in this announcement and
              more fully described in the sale and purchase of shares agreement; and
       -      the Proposed Transaction and the Agreements will be governed by and interpreted according to the
              laws of The Federal Republic of Nigeria, with all disputes being finally settled under the ICC Rules of
              Arbitration, sitting in London, UK.

3.    SELLING PRICE

      The selling price of Sun International's 43.3% equity interest in TCN to RFC is US Dollars 1.875 million while
      the selling price of 100% of its loan account in TCN to RFC is US Dollars 12.675 million (collectively the "Selling
      Price").

      The Selling Price for the sale and purchase of Sun International's equity interest and loan account in TCN will
      be funded from RFC's cash resources.

4.    EFFECTIVE DATE AND FINANCIAL IMPLICATIONS OF THE PROPOSED TRANSACTION

      The Proposed Transaction will become effective on the Closing Date.

      TCN's adjusted headline earnings loss of R10 million, attributable to Sun International shareholders, was
      included in the Company's financial results for the year ended 31 December 2023.

      Following the Closing Date, TCN will no longer be consolidated in Sun International's financial results which
      will result in group debt (excluding IFRS 16 lease liabilities), reducing by approximately R800 million. Group
      debt will further be reduced by the R275 million cash to be received from the Proposed Transaction.

5.    CONDITIONS PRECEDENT TO THE PROPOSED TRANSACTION

      The sale and purchase of Sun International's 43.3% equity interest in TCN is subject to, inter alia, the fulfilment
      or waiver, to the extent permissible, of the following conditions precedent: -

      -         where and to the extent applicable, the parties securing Competition Authority, Securities Exchange
                Commission and Nigerian Stock Exchange approvals in Nigeria;
      -         RFC executing an accession agreement to the shareholders agreement between TCN and its various
                shareholders; and
      -         Oma Investments Limited and Omamo Investments Corporation, sister companies of RFC, and Sun
                International entering into a settlement agreement regarding the various disputes, actions and
                applications instituted against each other in previous years.

6.    CATEGORISATION OF THE PROPOSED TRANSACTION

      The Proposed Transaction (taking all components thereof into consideration), is neither classified as a
      Category 1 nor a Category 2 transaction in terms of Section 9.15 of the JSE Listings Requirements and
      accordingly this announcement constitutes a voluntary announcement on the part of Sun International.


Sandton
18 April 2024

Equity Sponsor to Sun International
Investec Bank Limited

Date: 18-04-2024 01:00:00
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