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”)


PROPOSED DISPOSAL BY SUN TIME SQUARE PROPRIETARY LIMITED (“TIME SQUARE”) OF A PORTION OF ITS
PROPERTY IN MENLYN, PRETORIA TO MENLYN MAINE INVESTMENT HOLDINGS PROPRIETARY LIMITED (“MENLYN
MAINE”) AND ACQUISITION BY SUN INTERNATIONAL (SOUTH AFRICA) LIMITED (“SISA”) OF VAST WAY TRADE AND
INVEST PROPRIETARY LIMITED’S (“VAST WAY”) SHARES AND LOAN ACCOUNT IN TIME SQUARE


1.    BACKGROUND AND RATIONALE FOR THE PROPOSED TRANSACTION

      As part of the Company’s stated strategic objective of consolidating its minority positions in its portfolio and
      disposing of non-core assets, the Company has entered into the proposed transaction as described below.

      SISA, Time Square, Menlyn Maine and Vast Way have agreed to enter into an agreement whereby:

      •      SISA will, subject to the fulfilment of certain general suspensive conditions referred to below, acquire
             Vast Way’s shares and loan account held in Time Square, as more fully set out hereunder (“the
             Purchase Price”); and
      •      Time Square has agreed, subject to certain sub-division and rezoning applications being granted (“the
             Property Suspensive Conditions”), to dispose of a portion of its property situated in Menlyn, Pretoria
             (“the Sub-Divided Property”) to Menlyn Maine and to grant it various real right servitudes over certain
             parking bays situated at Sun Time Square, for an amount of R198 million, excluding VAT (“the Sale
             Price”),

      on terms and conditions more fully set out in the Memorandum of Agreement referred to below (collectively
      “the Proposed Transaction”).

      Both SISA and Time Square believe that it will be advantageous for SISA to acquire Vast Way’s 14.25% equity
      interest and loan account which it holds in Time Square and for Time Square to dispose of the Sub-Divided
      Property, which is currently vacant land adjoining Sun Time Square, to Menlyn Maine which in turn will
      develop the Sub-Divided Property in terms of a mixed-use development, as well as grant Menlyn Maine real
      right servitudes over certain parking bays at Sun Time Square.

      The Proposed Transaction will further result in the Company, via SISA, consolidating its equity position in Time
      Square by acquiring a minority shareholder, plus realise cash as a result of the disposal of vacant land
      adjoining Sun Time Square.




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2.   SALIENT TERMS OF THE PROPOSED TRANSACTION

     The salient terms and conditions of the Proposed Transaction, as set out in the Memorandum of Agreement
     concluded between the parties on, 8 August 2022 (“the Agreement”) are summarised as follows: -

     •      Time Square has agreed to sub-divide and dispose of the Sub Divided Property, as well as to grant real
            right servitudes over certain parking bays at Sun Time Square to Menlyn Maine for the Sale Price;
     •      in terms of the Agreement, SISA has agreed to acquire and take transfer of Vast Way’s 14.25% equity
            interest and loan account in Time Square for the Purchase Price;
     •      ownership of the Sub-Divided Property will transfer to Menlyn Maine once the Property Suspensive
            Conditions has been fulfilled, namely the application for sub-division and rezoning of the Sub-Divided
            Property has been approved by the Tshwane Municipality;
     •      the effective date of the purchase of the shares and cession and transfer of the loan account, forming
            part of the Proposed Transaction will be the first business day immediately following the date on which
            the last of the general suspensive conditions are fulfilled as more fully described hereunder;
     •      the effective date of the sale of the Sub-Divided Property and the grant of the real right servitudes
            forming part of the Proposed Transaction will be the date of registration of transfer of the Sub-Divided
            Property and the date of registration of the real right servitudes, following the fulfilment of the
            Property Suspensive Conditions which shall be on or before 180 days after the second anniversary of
            the sale of the shares and cession of loan account referred to above;
     •      the Proposed Transaction will be subject to the usual warranties, terms and conditions consistent with
            agreements of this nature and which are more fully described in the Agreement; and
     •      the Proposed Transaction will be governed by and interpreted according to the law of South Africa,
            with all disputes in terms of the Agreement being finally settled by the High Court of South Africa,
            Gauteng Local Division.

3.   SALE PRICE AND PURCHASE PRICE

     The Sale Price and Purchase Price payable by Menlyn Maine and SISA respectively in terms of the Proposed
     Transaction will be as follows: -

     •    on fulfilment of the Property Suspensive Conditions and against registration of transfer of the Sub-
          Divided Property and registration of the real right servitudes, Menlyn Maine shall pay Time Square the
          Sale Price of R198 million;
     •    on fulfilment of the general suspensive conditions referred to hereunder, Vast Way will sell its loan
          account for R36 million and it’s shares in Time Square to SISA. The purchase price for the shares will be
          determined as follows:
           o in the event that the Property Suspensive Condition is fulfilled an amount of R89 million;
           o in the event that the Property Suspensive Condition is not fulfilled the amount will be determined
               by multiplying Time Square’s EBITDA excluding extraordinary items, for the 12 months preceding
               the first business day after the non-fulfilment of the Property Suspensive Conditions, multiplied
               by 8, less all of Time Square’s debt times 14.25%, provided however that this amount can never
               exceed R400 million; and
     •    the purchase price will only be settled once the Property Suspensive condition is fulfilled.

     The net proceeds of the Proposed Transaction will be used to further reduce Sun International group’s overall
     debt on its balance sheet.




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4.    EFFECTIVE DATE OF THE PROPOSED TRANSACTION

      The purchase of the shares by SISA and cession and transfer of the loan account by Vast Way as well as the
      disposal of the Sub Divided Property and grant of real right servitudes by Time Square to Menlyn Maine,
      constituting the Proposed Transaction, will become effective on the dates referred to in 2 above.

5.    NET ASSET VALUE OF THE SELLER AND PROFITS ATTRIBUTABLE TO THE NET ASSETS

      For the year ended 31 December 2021, Time Square generated revenue of R1,027 million, EBITDA of R274
      million, loss after tax of R183 million and had a negative net asset value of R1,955 million.

      SISA will acquire Vast Way’s loan account and 14.25% equity interest in Time Square for a purchase price of
      R125 million.

      The Sub-Divided Property, which is currently vacant land adjoining Sun Time Square, will be disposed of to
      Menlyn Maine for an amount of R198 million, excluding VAT.

6.    SUSPENSIVE CONDITIONS TO THE PROPOSED TRANSACTION

      The Proposed Transaction, in respect of the sale of shares and cession and transfer of loan account will be
      subject to the fulfilment of the following general suspensive conditions 180 (one hundred and eighty) days
      after the signing of the Agreement or by such later date as SISA may agree in writing: -

      •      Menlyn Maine and its shareholders agreeing to the Proposed Transaction,
      •      Vast Way and its shareholders agreeing to the Proposed Transaction; and
      •      SISA obtaining approval from the Gauteng Gambling Board in respect of its application for a financial
             interest in Time Square, on terms and conditions acceptable to SISA.

       The Proposed Transaction, in respect of the disposal of the Sub-Divided Property and grant of the real right
       servitudes will be conditional on the fulfilment of the Property Suspensive Conditions, namely the approval
       of the sub-division and rezoning applications for the Sub-Divided Property referred to in 2 above.

7.    CATEGORISATION OF THE PROPOSED TRANSACTION

      The Proposed Transaction is classified as a Category 2 transaction in terms of the JSE Listings Requirements
      and accordingly will not require Sun International shareholder approval.


Sandton
8 August 2022

BACKGROUND INFORMATION

Regarding the Sub-Divided Property

Time Square (vendor) operates and trades under the name and style of Sun Time Square in Pretoria, Gauteng. Time
Square is held 75.65% by SISA, 14.25% by Vast Way, 3.5% by the Sun International Employee Share Trust, 4.1% by
Tswhane Community SPV (RF) (Pty) Ltd, and 2.5% by NWCD Trust SPV (RF) (Pty) Ltd. Tshwane Community SPV (RF)
(Pty) Ltd is held 100% by The Gauteng Education and Economic Development Trust (ordinary shares). NWCD Trust
SPV (Pty) Ltd is held 100% by the North West Community Development Trust (ordinary shares). SISA holds 100% of
the preference shares issued by Tshwane Community SPV (RF) (Pty) Ltd and holds 100% of the preference shares
issued by NWCD Trust SPV (Pty) Ltd.



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SISA trades under the names Sun International Management, The Maslow Hotel Sandton, and Sun City Resort.
Menlyn Maine (purchaser) is held 28% by African Spirit Trading 306 (Pty) Ltd (which in turn is held 75% by Ice
Finance (Pty) Ltd, 10% by Kandahar Investments CC, 15% by Durk Heert Holtes), 25% by Kgwara Investments (Pty)
Ltd (which in turn is held 100% by Billy Lesedi Masetlha), 19% by the Government Employees Pension Fund (acting
through PIC SOC Ltd), and 28% by African Spirit trading 309 (Pty) Ltd (which in turn is held 50% by Equity Estates
(Pty) Ltd and 50% by Absa Bank Ltd). Henk Boogertman holds 100% of the preference shares issued by Menlyn
Maine.

Regarding the Shares and Loan Account
Vast Way (vendor) is held 34.95% by African Spirit 309 Trading (Pty) Ltd, 34.95% by African Spirit Trading 306 (Pty)
Ltd and 30.1% by Kgwara Investments (Pty) Ltd.

SISA (purchaser) is a wholly owned subsidiary of the Company.



Financial Advisor and Sponsor to Sun International
Investec Bank Limited




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