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SUN INTERNATIONAL ANNUAL REPORT ’10 NATURE OF BUSINESS The Sun International group has interests in, and provides management services to businesses in the hotel, resort and casino industry. EARNINGS The results of the company and the group are set out in the statements of comprehensive income on page 152. Segmental information is set out on pages 156 to 157. DIVIDENDS Dividends totalling 100 cents per share (2009: Nil) have been declared by the directors in respect of the year under review, as follows: Declared 27 August 2010; and Paid, 20 September 2010. The dividend referred to above will be accounted for in the 2011 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, disposals, future developments and prospects of the group are given in the chairman’s report, and the joint chief executive’s and chief financial officer’s report commencing on page 18. SHARE CAPITAL During the year, the Share Option Trust exercised treasury share options pursuant to the share option scheme, resulting in the allotment of 1 264 226 ordinary shares, as follows: 142 Date Number of shares for the year ended 30 June 2010 Allotment consideration R 11 December 2009 1 264 226 39 026 271 The following ordinary shares in the unissued share capital of the company remain under the control of the directors as a specific authority in terms of section 221 (2) of the Companies Act, 1973, to allot and issue as follows: � 4 571 795 ordinary shares for purposes of the share option scheme; � 10 780 000 ordinary shares for purposes of the share plans. Details of the authorised and issued share capital appear in note 21 to the group financial statements. SHARE INCENTIVE SCHEMES Particulars relating to options under the share option scheme and awards under the share plans are given in note 34 to the group financial statements. REPORT OF THE DIRECTORS SUBSIDIARIES Particulars relating to interests in principal subsidiaries appear on page 204. BORROWING CAPACITY The company’s borrowings are not restricted in terms of the articles of association. The debt covenants and group debt capacity appear in the joint chief executive’s and chief financial officer’s report on page 32. DIRECTORS AND COMPANY SECRETARY The names of the directors in office at the date of this report appear on pages 10 and 11 and particulars of the company secretary on page 13. The following changes in the directorate have taken place during the financial year: Name of director Nature of change Date of change Ms ZBM Bassa Appointed 1 March 2010 Ms BLM Makgabo-Fiskerstrand Appointed 1 March 2010 Ms SA Bailes retired as company secretary on 31 March 2010 and Ms CA Reddiar was appointed as company secretary on 1 April 2010. In terms of the company’s articles of association, Ms ZBM Bassa, Ms BLM Makgabo-Fiskerstrand, Ms LM Mojela and Messrs E Oblowitz, IN Matthews and PL Campher are required to retire from office at the forthcoming annual general meeting and, being eligible, offer themselves for re-election. As at 30 June 2010, the directors of the company beneficially held, directly or indirectly, 1 417 184 (2009: 1 613 891) ordinary shares in the issued capital of the company, as follows: Direct Indirect 2010 2009 RP Becker 35 976 114 024 150 000 144 566 DC Coutts-Trotter 85 000 323 365 408 365 441 581 NN Gwagwa – *261 352 *261 352 *282 254 DA Hawton n/a n/a n/a 101 141 IN Matthews 2 723 – 2 723 2 723 MV Moosa – *588 188 *588 188 *635 070 DM Nurek – 5 000 5 000 5 000 E Oblowitz 1 556 – 1 556 1 556 125 255 1 291 929 1 417 184 1 613 891 * Held indirectly through Lereko Investments (Pty) Limited and Dinokana. The following changes in directors’ shareholdings have taken place since the end of the financial year and to the date of this report: Ordinary shares acquired/(disposed of) RP Becker (2 355) DC Coutts-Trotter (6 217) NN Gwagwa (10 679)* MV Moosa (24 084)* * Held indirectly through Lereko Investments (Pty) Limited and Dinokana. (43 335)
HOLDING COMPANY The company has no holding or ultimate holding company. SPECIAL RESOLUTIONS PASSED BY THE COMPANY AND ITS SUBSIDIARIES Company At the 2009 annual general meeting, special resolutions were passed: � renewing the general authority granted for the company to acquire up to 20% of the company’s issued ordinary shares (or by a subsidiary of the company up to 10%) in any one financial year; � financial assistance: sanctioning the conclusion and implementation of the Dinokana guarantee by the company in accordance with the provisions of section 38 (2A)(b) of the Companies Act, 1973, as amended; and � consent to the directors’ interests: sanctioning the conclusion and implementation of the Dinokana guarantee by the company in accordance with the provisions of section 226(2)(a) of the Companies Act, 1973, as amended. Subsidiaries No special resolutions of a material nature were passed by subsidiaries during the financial year. SUBSEQUENT EVENT REPORT OF THE DIRECTORS continued Following the conclusion of an extended consultation process, the ECGBB issued a new casino licence to Emfuleni Resorts to operate The Boardwalk Casino and Entertainment World for a period of 15 years, effective 3 October 2010. The licence conditions include a R1 billion expansion and refurbishment of the property, including a five star hotel, conference centre, parkade and expanded gaming facilities. 143
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ANNUAL REPORT 2010
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ABOUT THE INTEGRATED REPORT This re
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Carnival City AFRISUN GAUTENG 85% 8
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Monticello
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KEY STRATEGIC IMPERATIVES 3. OUR CU
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Energy management Communities Publi
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Non-Executive Directors MP (MIKE) E
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KH (Kele) Mazwai (41) / GROUP HUMAN
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INTRODUCTION This past year has onc
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Morula APPRECIATION On behalf of th
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AT A GLANCE FINANCIAL HIGHLIGHTS Wi
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TRADING AND GROUP OPERATING PERFORM
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Operational overview - Casinos and
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GrandWest JOINT REPORT OF THE CHIEF
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Gaming taxes by province and countr
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DIVIDENDS 1. SHAREHOLDER DELIVERY T
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JOINT REPORT OF THE CHIEF EXECUTIVE
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The Royal Livingstone 33
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AT A GLANCE 2. PROTECT OUR BUSINESS
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By the end of February, the number
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WILD COAST SUN The local community
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Our market share South Africa Gamin
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We estimate that the group’s shar
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Carnival City 45
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OUR OBJECTIVES IN THIS SECTION: JOI
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FEEDBACK ON THE CM INITIATIVES/PROJ
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51 51
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AT A GLANCE WHAT WE ACHIEVED Final
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CAPITAL COMMITMENTS Capital commitm
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AT A GLANCE JOINT REPORT OF THE CHI
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CONCESSIONAIRES Our concessionaires
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AT A GLANCE IN THIS SECTION: JOINT
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In line with global trends for lead
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Beneficiaries of training 2010 Bene
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Training investment model JOINT REP
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JOB PROFILING Also forming part of
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Occupational hygiene and legionella
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OUR OBJECTIVES JOINT REPORT OF THE
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The table below sets out the direct
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MANAGEMENT JOINT REPORT OF THE CHIE
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GOLDEN VALLEY CASINO & LODGE’S EN
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INCIDENTS JOINT REPORT OF THE CHIEF
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Efforts to establish the Nedbank Go
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Our property ratings Rm 2010 2009 2
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Page 97 and 98: SHAWCO - This student-run NGO at th
Page 99 and 100: REGULATORY COMPLIANCE The South Afr
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Page 115 and 116: The key risks that are identified,
Page 117 and 118: Internal control The board of direc
Page 119 and 120: The group has continued to actively
Page 121 and 122: Group 2010 2009 2008 2007 2006 2005
Page 123 and 124: Group statistics 2010 2009 2008 200
Page 125 and 126: Types of shareholders at 30 June 20
Page 127 and 128: principles of inclusivity, material
Page 129 and 130: The board and the remuneration comm
Page 131 and 132: Prior to the commencement of the re
Page 133 and 134: the travel and leisure sector that
Page 135 and 136: Share plan Date of grant Grant pric
Page 137 and 138: Emoluments Executive directors’ r
Page 139 and 140: for the year ended 30 June NOTES TO
Page 141 and 142: The annual financial statements whi
Page 143: TO THE MEMBERS OF SUN INTERNATIONAL
Page 147 and 148: which the entity operates (the func
Page 149 and 150: elating to certain firm commitments
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Page 153 and 154: government and other government rel
Page 155 and 156: GROUP STATEMENTS OF FINANCIAL POSIT
Page 157 and 158: Notes GROUP STATEMENTS OF CHANGES I
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Page 165 and 166: 14. PROPERTY, PLANT AND EQUIPMENT (
Page 167 and 168: 15. INTANGIBLE ASSETS (continued) S
Page 169 and 170: for the year ended 30 June 18. RETI
Page 179 and 180: for the year ended 30 June 27. PROV
Page 181 and 182: for the year ended 30 June 28. CASH
Page 185 and 186: 29. FINANCIAL INSTRUMENTS (continue
Page 187 and 188: 32. RELATED PARTY TRANSACTIONS Key
Page 189 and 190: 32. RELATED PARTY TRANSACTIONS (con
Page 191 and 192: NOTES TO THE GROUP FINANCIAL STATEM
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NOTES TO THE GROUP FINANCIAL STATEM
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COMPANY STATEMENTS OF FINANCIAL POS
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COMPANY STATEMENTS OF CHANGES IN EQ
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NOTES TO THE COMPANY FINANCIAL STAT
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Notice is hereby given that the twe
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Litigation statement The directors
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SUN INTERNATIONAL LIMITED (Incorpor
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SUN INTERNATIONAL LIMITED Incorpora
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