Annual Financial Statements

Report of the directors

TO THE SHAREHOLDERS OF SUN INTERNATIONAL LIMITED

The directors have pleasure in submitting the annual financial statements of the Sun International Group for the year ended 30 June 2014.

NATURE OF BUSINESS

The Sun International Group has interests in, and provides management services to businesses in the hotel, resort and casino industry. There has not been any material changes in the nature of the Group’s business from the prior year.

EARNINGS

The results of the Company and the Group as contained in the statements of comprehensive income and segmental information have been provided for review in the accompanying statements.

DIVIDENDS

Dividends totalling 245 cents (gross) per share (2013: 265 cents gross) have been declared by the directors in respect of the year under review as follows:

Interim: declared, 24 February 2014: 90 cents
(76.50 cents after dividends tax)
Final: declared, 25 August 2014: 155 cents
(131.75 cents after dividends tax)

The final dividend referred to above will be accounted for in the 2015 annual financial statements as it was declared subsequent to the year end.

REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS

Detailed commentary on the nature of business of the Company and its subsidiaries, acquisitions, future developments and prospects of the Group are addressed within the integrated annual report.

SHARE CAPITAL

The total issued share capital of the Company constitutes 114 129 455 ordinary shares and an authorised share capital of 150 000 000 ordinary shares. The company holds 10 149 477 treasury shares in a wholly owned subsidiary.

The following ordinary shares in the unissued share capital of the Company remain under the control of the directors as a specific authority to allot and issue as follows:

  • 1 875 517 ordinary shares for purposes of the share option scheme;
  • 10 780 000 ordinary shares for purposes of the share plans;
  • all ordinary authorised but unissued shares, pursuant to the transaction as approved by shareholders in 2014 and which entails a 14.9% disposal in SunWest International (Pty) Ltd and Worcester Casino (Pty) Ltd. In terms of this transaction, a change of control is triggered when either an offeror acquiring all or the greater part of the assets or undertaking of the Company, or the acquisition of 35% or more of the issued ordinary shares of the Company, excluding treasury shares, or an offer or a scheme of arrangement or any other transaction or arrangement to be proposed, which will then result in all of the ordinary authorised but unissued shares, being placed under the control of directors.

Details of the authorised and issued share capital appear as a note to the Group’s financial statements. The details of the Company’s public and non-public shareholders have been made available for perusal.

SHARE OPTIONS AND SHARE PLANS

Particulars relating to options under the share option scheme (discontinued in 2006) and awards under the share plans are provided as a note to the Group financial statements.

SUBSIDIARIES

Particulars relating to interests in principal subsidiaries are set out in detail for review.

BORROWING CAPACITY

The Company’s borrowings are not restricted in terms of its Memorandum of Incorporation. The Group’s debt covenants and debt capacity are available for review.

DIRECTORS AND COMPANY SECRETARY

The names of the directors and company secretary in office at the date of this report are available for review together with the company secretary’s business and postal address. During the year under the review, the following movement in directorate was noted.

Name of Director     Nature of change   Date of change
Mr E Cibie     Appointed   22 August 2014

In terms of the Company’s Memorandum of Incorporation, Ms B Modise, Messrs MV Moosa and GR Rosenthal are required to retire from office at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

Mr E Cibie, who was appointed to the board subsequent to the last annual general meeting, is required in terms of the Company’s Memorandum of Incorporation, to retire from office at the forthcoming annual general meeting and being eligible is available for election to the board.

As at 30 June 2014, the directors of the Company beneficially held, directly or indirectly, 1 264 668 ordinary shares in the issued capital of the Company, as follows:


  Direct   Indirect   2014   2013  
NN Gwagwa*   –   266 102   266 102   266 102  
AM Leeming   103 982   –   103 982   89 360  
IN Matthews   2 723   –   2 723   2 723  
KH Mazwai   91 398   –   91 398   87 824  
MV Moosa*   –   598 731   598 731   598 731  
GE Stephens   201 732   –   201 732   173 374  
   399 835   864 833   1 264 668   1 218 114  

* Held indirectly through Lereko Investments (Pty) Ltd and Dinokana (Pty) Ltd 

The following changes in directors’ beneficial shareholdings have taken place subsequent to the financial year end and as at date of this report:

Ordinary shares acquired
GE Stephens   68 719  
AM Leeming   22 562  
KH Mazwai   14 722  
Total   106 003  

HOLDING COMPANY

The Company has no holding or ultimate holding company.

SPECIAL RESOLUTIONS PASSED BY THE COMPANY

The Company passed three special resolutions at its annual general meeting held on 22 November 2013 relating to:

  • the approval of financial assistance in terms of Section 44 of the Companies Act No. 71 of 2008
  • the approval of financial assistance in terms of S45 of the Companies Act No. 71 of 2008
  • a general authority to repurchase shares
Subsequent events

The material events that have occurred between 30 June 2014 and to the date of this report have been provided as a note to the Group’s financial statements.