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AGM
 
Sun International Limited
(Incorporated in South Africa)
(Registration number 1967/007528/06)
Share code: SUI ISIN: ZAE000097580
 
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: 
 
1. Ordinary resolution number 1 - adoption of annual financial statements 
  To receive and adopt the annual financial statements for the year ended 30 June 2009. 
2. Ordinary resolutions numbers 2.1 to 2.4 - re-election of directors 
  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.) 
3. Ordinary resolution number 3 – directors’ fees
  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
4. Ordinary resolution number 4 - re-appointment of auditors 
  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. 
  SPECIAL BUSINESS
5. Special resolution number 1 - General authority to repurchase shares 
  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: 
 
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; 
the company being authorised thereto by its articles of association; 
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; 
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; 
repurchases not exceeding 20% (twenty percent) in aggregate of the company's issued ordinary share capital in any one financial year; 
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; 
the company remaining in compliance with paragraphs 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread after such repurchase; 
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 
the company only appointing one agent to effect any repurchases on its behalf.' 
  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: 
 
the company and the group will be able, in the ordinary course of business, to pay its debts; 
the working capital of the company and the group will be adequate for ordinary business purposes; 
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 
the company's and the group's ordinary share capital and reserves will be adequate for ordinary business purposes. 
  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: 
 
directors and management;
major beneficial shareholders;
directors' interests in ordinary shares; and 
share capital of the company.
  Litigation statement
  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. 
  Directors’ responsibility statement
  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. 
  Material changes
  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. 
6. Special resolution number 2 – financial assistance
  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. 
7. Special resolution number 3 - consent to directors' interests 
  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). 
8. Ordinary resolution number 5 - authority for directors or company secretary to implement resolutions 
  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. 
 
By order of the board
SA Bailes
Group Secretary
 
4 November 2009
 
Postal address
Computershare Investor Services (Proprietary) Limited
PO Box 61051, Marshalltown 2107, Gauteng
Republic of South Africa
 
Delivery address
Computershare Investor Services (Proprietary) Limited
Ground Floor, 70 Marshall Street, Johannesburg, Gauteng,
Republic of South Africa
 
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View the notice to the annual general meeting from the 2009 annual report.
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