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| AGM |
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Sun International Limited
(Incorporated in South Africa)
(Registration number 1967/007528/06)
Share code: SUI ISIN: ZAE000097580 |
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| Notice is hereby given that the twenty-fifth annual general
meeting of members of Sun International Limited (the company)
will be held in the boardroom, 4th Floor, 27 Fredman Drive,
Sandown, Sandton, Gauteng, Republic of South Africa, on
Thursday, 26 November 2009 at 09:00 for the following
purposes, namely: |
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| 1. |
Ordinary resolution number 1 - adoption of annual
financial statements |
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To receive and adopt the annual financial statements for the
year ended 30 June 2009. |
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| 2. |
Ordinary resolutions numbers 2.1 to 2.4 - re-election
of directors |
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To re-elect Dr NN Gwagwa, Messrs MV Moosa, DM Nurek
and GR Rosenthal as directors by way of separate resolutions,
who retire in accordance with the provisions of the company's
articles of association. (Please refer to directorate of the
annual report for a brief CV of each director standing for
re-election.) |
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| 3. |
Ordinary resolution number 3 – directors’ fees |
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To approve fees payable to the non-executive directors for
their services as directors or as members of the committees in
respect of the financial year ending 30 June 2010, as proposed
in the remuneration report. |
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| 4. |
Ordinary resolution number 4 - re-appointment
of auditors |
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To re-appoint PricewaterhouseCoopers Inc as independent
auditors of the company to hold office until the conclusion
of the next annual general meeting in accordance with
the audit committee's nomination, it being noted that
Mr DB von Hoesslin is the individual registered auditor and
member of the aforegoing firm who undertakes the audit. |
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SPECIAL BUSINESS |
| 5. |
Special resolution number 1 - General authority
to repurchase shares |
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To consider and, if deemed fit, to pass, with or without
modification, the following special resolution:
'RESOLVED that the directors be and are hereby authorised
to approve and implement the acquisition by the company
(or by a subsidiary of the company up to a maximum of 10%
(ten percent) of the number of issued ordinary shares of the
company), of ordinary shares issued by the company by way
of a general authority, which shall only be valid until the company's next annual general meeting, unless it is then
renewed, provided that it shall not extend beyond 15 (fifteen)
months from the date of the passing of the special resolution,
whichever period is the shorter, in terms of the Companies
Act 1973, as amended, and the rules and requirements of
the JSE Limited (JSE) which provide, inter alia, that the
company may only make a general repurchase of its ordinary
shares subject to: |
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the repurchase being implemented through the order
book operated by the JSE trading system, without prior
understanding or arrangement between the company and
the counterparty; |
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the company being authorised thereto by its articles of
association; |
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repurchases not being made at a price greater than 10%
(ten percent) above the weighted average of the market
value of the ordinary shares for the 5 (five) business days
immediately preceding the date on which the transaction
was effected; |
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an announcement being published as soon as the
company has repurchased ordinary shares constituting, on
a cumulative basis, 3% (three percent) of the initial number
of ordinary shares, and for each 3% (three percent) in
aggregate of the initial number of ordinary shares
repurchased thereafter, containing full details of such
repurchases; |
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repurchases not exceeding 20% (twenty percent) in
aggregate of the company's issued ordinary share capital
in any one financial year; |
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the company's sponsor confirming the adequacy of the
company's working capital for purposes of undertaking
the repurchase of ordinary shares in writing to the JSE
upon entering the market to proceed with the repurchase; |
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the company remaining in compliance with paragraphs
3.37 to 3.41 of the JSE Listings Requirements concerning
shareholder spread after such repurchase; |
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the company and/or its subsidiaries not repurchasing
securities during a prohibited period as defined in paragraph
3.67 of the JSE Listings Requirements, unless it has in
place a repurchase programme where the dates and
quantities of securities to be traded during the relevant
period are fixed and full details of the programme have
been disclosed in an announcement published on SENS
prior to the commencement of the prohibited period; and |
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the company only appointing one agent to effect any
repurchases on its behalf.' |
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The directors, having considered the effects of the repurchase
of the maximum number of ordinary shares in terms of the
aforegoing general authority, are of the opinion that for a
period of 12 (twelve) months after the date of the notice of
the annual general meeting: |
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the company and the group will be able, in the ordinary
course of business, to pay its debts; |
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the working capital of the company and the group will be
adequate for ordinary business purposes; |
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the assets of the company and the group, fairly valued in
accordance with generally accepted accounting practice,
will exceed the liabilities of the company and the group;
and |
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the company's and the group's ordinary share capital and
reserves will be adequate for ordinary business purposes. |
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The following additional information, some of which may
appear elsewhere in the annual report, is provided in terms of
the JSE Listings Requirements for purposes of this general
authority: |
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Litigation statement |
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The directors in office whose names appear in directorate of the annual report, are not aware of any legal or arbitration
proceedings, including proceedings that are pending or
threatened, that may have or have had in the recent past,
being at least the previous 12 (twelve) months, a material
effect on the group's financial position. |
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Directors’ responsibility statement |
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The directors in office, whose names appear in directorate of the annual report, collectively and individually accept
full responsibility for the accuracy of the information
pertaining to this special resolution and certify that, to the
best of their knowledge and belief, there are no facts that
have been omitted which would make any statement false or
misleading, and that all reasonable enquiries to ascertain
such facts have been made and that the special resolution
contains all information required by law and the JSE Listings
Requirements. |
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Material changes |
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Other than the facts and developments reported on in the
annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries
since the date of signature of the audit report and up to the
date of this notice.
The directors consider that such a general authority should
be put in place should an opportunity present itself for the
company or a subsidiary thereof to purchase any of its shares
during the year, which is in the best interests of the company
and its shareholders.
The reason for and effect of special resolution number 1 is to
grant the directors of the company a general authority in
terms of the Companies Act and the JSE Listings Require -
ments for the repurchase by the company (or by a subsidiary
of the company) of the company's shares. |
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| 6. |
Special resolution number 2 – financial assistance |
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To consider, and if deemed fit to pass, with or without
modification, the following special resolution:
'RESOLVED as a special resolution that the conclusion and
implementation of the proposed Dinokana Investments
(Proprietary) Limited (Dinokana) guarantee (the salient terms
of which are set out in the circular annexed to the annual
report of which this notice of annual general meeting forms
part) by the company is hereby sanctioned by the shareholders
of the company in accordance with the provisions of section
38(2A)(b) of the Companies Act 1973, as amended.'
The reason for special resolution number 2 is to sanction the
giving by the company of any financial assistance by means of
the Dinokana guarantee for the purpose of or in connection
with a purchase made or to be made by any person of or for
any shares of the company. The sanctioning of financial
assistance is permitted pursuant to amendments to the
Companies Act that came into force on 14 December 2007.
The effect of special resolution number 2 is that the company
will be properly authorised to give the proposed Dinokana
guarantee to Nedbank Limited (Nedbank) for the purposes of
enabling Dinokana to retain the shares that it holds in the
company, notwithstanding that Dinokana is in breach of
certain covenants in terms of its preference share agreement
with Nedbank. |
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| 7. |
Special resolution number 3 - consent to
directors' interests |
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To consider, and if deemed fit to pass, with or without
modification, the following special resolution:
'RESOLVED as a special resolution that the conclusion and
implementation by the company of the proposed Dinokana
Investments (Proprietary) Limited (Dinokana) guarantee (the
salient terms of which are set out in the circular annexed to the annual report of which this notice of annual general
meeting forms part) is hereby consented to in accordance
with the provisions of section 226(2)(a) of the Companies Act
1973, as amended.'
The reason for special resolution number 3 is to provide the
consent of the shareholders of the company, in accordance
with the provisions of section 226(2)(a) of the Companies Act,
to the company entering into and implementing the proposed
Dinokana guarantee, in terms of which the company will
provide security for the obligations of Dinokana to Nedbank
in terms of the preference share agreement, as more fully set
out in the aforementioned circular. Dinokana is a company in
which two directors of the company, namely Mr MV Moosa
and Dr NN Gwagwa hold indirect interests by virtue of their
respective shareholdings in Lereko Investments (Proprietary)
Limited, which in turn holds 28.05% of the shares in
Dinokana, as set out in the aforementioned circular. The
directors of the company are of the view that the interest held
by the directors in question is not a 'controlling' interest, as
contemplated in section 226 of the Companies Act. However,
for the sake of absolute prudence, the consent of the
shareholders of the company is sought in terms of section
226 of the Companies Act on the basis that the interest held
by the abovementioned directors in Dinokana constitutes a
'controlling' interest for purposes of section 226 of the
Companies Act.
The effect of special resolution number 3 is that the directors
of the company will obtain the consent of its shareholders in
terms of section 226(2)(a) of the Companies Act to give the
proposed Dinokana guarantee to Nedbank for the purpose
of enabling Dinokana to retain the shares that it holds in the
company, (notwithstanding that it is in breach of the debt
covenants contemplated in the preference share agreement
with Nedbank). |
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| 8. |
Ordinary resolution number 5 - authority for directors
or company secretary to implement resolutions |
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To consider, and if deemed fit to pass, with or without
modification, the following ordinary resolution:
'RESOLVED as an ordinary resolution that any director of the
company or the company secretary be and is hereby
authorised to do all such things and sign all such documents
as may be required to give effect to special resolutions
numbers 2 and 3.'
Any member holding shares in certificated form or recorded
on the company's sub-register in electronic dematerialised
form in 'own name' and entitled to attend and vote, is
entitled to appoint a proxy or proxies to attend, speak and
vote at the annual general meeting in his stead, and the proxy
so appointed need not be a member of the company.
Proxy forms should be forwarded to reach the offices of
the company's transfer secretaries, Computershare Investor
Services (Proprietary) Limited, at the addresses appearing
below, no less than 24 hours before the time appointed for
the holding of the annual general meeting. A proxy form is
enclosed for this purpose.
All beneficial owners whose shares have been dematerialised
through a Central Securities Depository Participant (CSDP) or
broker other than with 'own name' registration, must provide
the CSDP or broker with their voting instructions in terms of
their custody agreement should they wish to vote at the annual
general meeting. Alternatively, they may request the CSDP or
broker to provide them with a letter of representation, in
terms of their custody agreement, should they wish to attend
the annual general meeting.
In order to more effectively record the votes and give effect to
the intentions of shareholders, voting on all resolutions will be
conducted by way of a poll. |
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| By order of the board |
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SA Bailes
Group Secretary |
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| 4 November 2009 |
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Postal address
Computershare Investor Services (Proprietary) Limited
PO Box 61051, Marshalltown 2107, Gauteng
Republic of South Africa |
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Delivery address
Computershare Investor Services (Proprietary) Limited
Ground Floor, 70 Marshall Street, Johannesburg, Gauteng,
Republic of South Africa |
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