SUN INTERNATIONAL LIMITED - Notice in terms of Section 45(5) of the Companies Act, 71 Of 2008, as amended

Evidence from the filing

• Shareholder-approved financial flexibility allows for efficient capital allocation across the group's related entities.

  “Shareholders approved and passed a special resolution in terms of Section 45 of the Act, authorising the Company to provide financial assistance to, among others, related or inter-related companies or corporations of Sun International, as may be applicable.”

• The provision of internal financial assistance is a strategic mechanism to meet the group's ongoing treasury requirements.

  “In order to give effect to, inter alia, the treasury requirements of the Sun International group, financial assistance in the form of loans, cross guarantees, suretyships and the subordination of loans are provided among group companies on an on-going basis.”

• The board has ensured full compliance with the Solvency and Liquidity test as required by Section 4 of the Companies Act.

  “the Sun International board has passed several resolutions during the past financial year approving the provision by the Company of direct and indirect financial assistance to, among others, its related or inter-related companies, as contemplated and in accordance with, inter alia, Sections 4 and 45 of the Act.”

• The company is actively providing financial assistance to related entities, which may concentrate risk within the group structure.

  “the Sun International board has passed several resolutions during the past financial year approving the provision by the Company of direct and indirect financial assistance to, among others, its related or inter-related companies”

• The use of subordination of loans indicates that parent company claims are being prioritized behind other creditors, potentially weakening the recovery value for Sun International shareholders in a distress scenario.

  “In order to give effect to, inter alia, the treasury requirements of the Sun International group, financial assistance in the form of loans, cross guarantees, suretyships and the subordination of loans are provided among group companies on an on-going basis.”

• Ongoing cross-guarantees and suretyships create contingent liabilities that could impact the group's overall balance sheet flexibility.

  “financial assistance in the form of loans, cross guarantees, suretyships and the subordination of loans are provided among group companies on an on-going basis.”

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