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”)


ACQUISITION BY SUN INTERNATIONAL (SOUTH AFRICA) LIMITED (“SISA”) OF A 7.8% EQUITY INTEREST IN GRAND
PARADE INVESTMENTS LIMITED (“GPI”) FROM VALUE CAPITAL PARTNERS PROPRIETARY LIMITED (“VCP”)


1.     BACKGROUND TO AND RATIONALE FOR THE TRANSACTION

       On 18 November 2022, and in line with the Company’s stated strategic objective of increasing its equity
       interest in its portfolio of South African operations where there are minority interests, SISA acquired
       36 634 218 GPI ordinary shares from VCP (“the Transaction”), which represented 7.8% of GPI’s issued shares
       (“Sale Shares”), for a purchase consideration of R3.50 per GPI ordinary share, being R128.2 million in
       aggregate (“Purchase Price”).

       At present, Sun International, through its wholly owned subsidiary, SISA, holds, inter alia, a 70% equity
       interest in Sun Slots (RF) Proprietary Limited (“Sun Slots”), a 61.59% equity interest in SunWest International
       Proprietary Limited (“SunWest”) and a 61.40% equity interest in Worcester Casino Proprietary Limited
       (“Worcester”). GPI owns 15.10% equity interest in Worcester, whilst Grand Casino Investments Proprietary
       Limited, a wholly owned subsidiary of GPI, holds a 30% equity interest in Sun Slots and 15.10% equity interest
       in SunWest.

       Prior to the Transaction, SISA held a 13.3% equity interest in GPI and the effect of the Transaction is that
       SISA's equity interest in GPI increases to 21.1%.

2.     SALIENT TERMS AND CONDITIONS OF THE TRANSACTION

       The salient terms of the Transaction are as follows: -

       •      The Purchase Price for the Sale Shares will be settled by SISA entirely from available cash resources;
       •      the Effective Date of the Transaction was 18 November 2022 (“Effective Date”); and
       •      Sun International has obtained and provided the JSE Limited (“JSE”) with a fairness opinion from an
              independent professional expert (“Fairness Opinion”) (see paragraph 5 below).

3.     NET ASSET VALUE AND PROFITS ATTRIBUTABLE TO THE SALE SHARES

       The value of the net assets attributable to the Sale Shares as at 30 June 2022 was R97.2m and the loss
       attributable to the Sale Shares for the year ended 30 June 2022 was R1.0 million. This information has been
       extracted from GPI’s 30 June 2022 audited annual financial statements, which were prepared in accordance
       with International Financial Reporting Standards (“IFRS”).

4.     CATEGORISATION OF THE TRANSACTION

       As SISA recently acquired a 13.3% equity interest in GPI (10.6% of which was announced on SENS on Friday,
       11 November 2022), Sun International has been required to apply the aggregation provisions of the JSE
       Listings Requirements for purposes of determining the categorisation of the Transaction. In this regard, the
       Transaction and the recent acquisitions of GPI shares by SISA, expressed as a percentage of Sun International’s
      market capitalisation (net of treasury shares), is less than 5%. The Transaction is therefore neither a category
      1 nor a category 2 transaction in terms of the JSE Listings Requirements.

5.    SMALL RELATED PARTY TRANSACTION AND FAIRNESS OPINION

      As VCP holds 20.9% of the issued share capital in Sun International, it is regarded as a ‘related party’ in terms
      of the JSE Listings Requirements. The Purchase Price expressed as a percentage of the market capitalisation
      (excluding treasury shares), exceeds 0.25% but is less than 5%, making the Transaction a ‘small- related party
      transaction’ in terms of the JSE Listings Requirements. Accordingly, this requires the publication of an
      announcement and in due course a Fairness Opinion.

      BDO Corporate Finance (Pty) Ltd (“BDO”) has been appointed as the independent professional expert to opine
      on the fairness of the Transaction. Shareholders will be notified via an announcement on SENS once the
      Fairness Opinion is finalised whereafter such Fairness Opinion will lie open for inspection for a period of 28
      days.


Sandton
21 November 2022

Financial Advisor and Transaction Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal Advisor
CDH Attorneys

Independent Professional Expert
BDO Corporate Finance (Pty) Ltd