| Tue 24 Apr 2007, 17:47 | | GDF - Gold Reef Resorts Limited - Regarding Abridg |
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GDF
GDF
GDF - Gold Reef Resorts Limited - Regarding Abridged revised listing
particulars
Gold Reef Resorts Limited
Incorporated in the Republic of South Africa
(Registration number 1989/002108/06)
Share code: GDF ISIN: ZAE000028338
("Gold Reef Resorts")
Announcement Regarding Abridged Revised Listing Particulars Pursuant to the
Restructure of Gold Reef, No Change Statement and Notice of Annual General
Meeting and Update on Dividend Declaration
1 INTRODUCTION
As announced on 9 March 2007, shareholders were advised that Gold Reef has
successfully concluded negotiations with its Black Economic Empowerment
("BEE") partners (excluding the BEE partners of Garden Route Casino
(Proprietary) Limited, WidgeTrade 205 (Proprietary) Limited) ("BEE
shareholders") to exchange the BEE shareholders` interests in Gold Reef`s
individual casinos for Gold Reef shares ("the Proposed Share Exchange") and
to issue 14 000 000 new Gold Reef ordinary shares to the Top-up BEE
participants at R20.50 per share ("the Top-up Transaction"). Revised
Listing Particulars have been prepared to reflect the position of Gold Reef
after the Proposed Share Exchange and Top-up Transaction and is contained
in the circular to shareholders referred to in 6 below. These abridged
Revised Listing Particulars have been prepared in terms of JSE Limited`s
Listings Requirements.
2 NATURE OF THE BUSINESS
Gold Reef was incorporated on 4 December 1989 as a public company and is
the holding company of six principal subsidiaries and a joint venture, all
of which are involved in the gaming and entertainment industry.
Its interests incorporate Akani Egoli (Proprietary) Limited, Akani Msunduzi
(Proprietary) Limited, Garden Route Casino (Proprietary) Limited,
Goldfields Casino and Entertainment Centre (Proprietary) Limited,
Silverstar Development Limited, Gold Reef Management (Proprietary) Limited
and West Coast Leisure (Proprietary) Limited.
3 DIRECTORS
3.1 The Names and Addresses of the Directors of Gold Reef are set out
below:
Name, age and Business address
qualifications
Arthur Jacob Aaron (75) Werksmans Attorneys
155, 5th Street, Sandown,
Sandton, 2196
Jarrod Sean Friedman Gold Reef City, Gate 4, Northern
(34) Parkway, Ormonde, 2091
Steven Brian Joffe (36) Gold Reef City, Gate 4, Northern
Parkway, Ormonde, 2091
Reuel Jethro Khoza (57) Aka Capital, First Floor, Block
A, 28 Sloane Street, Bryanston,
2021
Abraham Krok* (77) Summerplace, 69 Melville Road,
Hyde Park, 2196
Martin Zane Krok (50) Summerplace, 69 Melville Road,
Hyde Park, 2196
Maxim Krok (50) Summer Cottage, Corner of
Melville and Helling Road, Hyde
Park, 2196
Solomon Krok* (77) Summerplace, 69 Melville Road,
Hyde Park, 2196
Josef Leutgeb (45) Casinos Austria International
Holding GmbH
Dr Karl Leugerring 14, A-1015,
Vienna, Austria
Christian Neuberger Gold Reef City, Gate 4, Northern
(41) Parkway, Ormonde, 2091
Barend Jacobus Schutte Empire Amusement Parks, 19 Bundo
(60) Street, Sebenza,
Edenvale, 1613
Robert Vierziger* (43) Casinos Austria International
Holding GmbH
Dr Karl Leugerring 14, A-1015,
Vienna, Austria
*Alternate director
3.2 Following the successful implementation of the Proposed Share
Exchange and the Top-up Transaction the following appointments to
the board will be made:
Name and age Business address
Bongani Johannes Biyela Gold Reef City, Gate 4, Northern
(34) Parkway, Ormonde, 2091
Richard Thabo Moloko Gold Reef City, Gate 4, Northern
(42) Parkway, Ormonde, 2091
Patrick September (64) One The Boulevard, Westway Office
Park, Westville, 3630
4 SHARE CAPITAL
The authorised and issued share capital of Gold Reef following the Proposed
Share Exchange (issue of
55 206 412 ordinary shares) and Top-Up Transaction (issue of 14 000 000
ordinary shares) will be as follows:
R`000
Authorised
590 000 000 ordinary shares of 2 cents each 11 800
Issued
289 809 071 ordinary shares of 2 cents each 5 796
Share premium 1 833
818
1 839
Treasury 614
16 641 787 ordinary shares of 2 cents each (333)
Share premium (75
007)
(75
340)
1 764
274
5 GENERAL MEETING
The Gold Reef Board has decided to hold the general meeting of Gold Reef
shareholders for the purposes of considering, and if deemed fit, approving
the Proposed Share Exchange and the Top-up Transaction on the same date as
the Annual General Meeting.
Therefore, the general meeting of Gold Reef shareholders is re-scheduled to
be held at Gold Reef City, Gate 4, Northern Parkway, Ormonde, Johannesburg
at 11:00 or immediately after the Annual General Meeting, whichever is the
later, on Tuesday 22 May 2007, for the purposes of considering, and if
deemed fit, approving the Proposed Share Exchange and the Top-up
Transaction.
The revised dates and times in relation to the Proposed Share Exchange and
Top-up Transaction are set out below:
Proxy forms to be received by 18 May
11:00 on 2007
General meeting to be held at 22 May
11:00 or immediately after the 2007
Annual General Meeting,
whichever is the later, on
Results of the general meeting 22 May
published on SENS on 2007
Results of the general meeting 23 May
published in the press on 2007
6 DOCUMENTATION
A circular including Revised Listing Particulars which provides details of
the Proposed Share Exchange and the Top-up Transaction will be posted to
shareholders by 2 May 2007.
Copies of the circular and Revised Listing Particulars will be available on
request, from the Company Secretary, between Wednesday, 2 May 2007 and
Friday, 18 May 2007 during normal business hours at the registered office
of Gold Reef, Gold Reef City, Gate 4, Northern Parkway, Ormonde,
Johannesburg.
7 POSTING OF THE ANNUAL REPORT AND DETAILS OF ANNUAL GENERAL MEETING
Annual reportFurther to the Gold Reef reviewed financial results for the
year ended 31 December 2006 ("reviewed results") published on the
Securities Exchange News Service on 19 March 2007, shareholders are advised
that the Gold Reef annual report for the year ended 31 December 2006 will
be posted on Thursday, 26 April 2007 and contains no modifications to the
aforementioned published reviewed results.
Annual General MeetingShareholders are advised that the annual general
meeting of Gold Reef will be held at 10h00 on Tuesday 22 May 2007 at Gold
Reef City, Gate 4, Northern Parkway, Ormonde, Johannesburg to transact the
business as stated in the notice of the annual general meeting forming part
of the annual report.
8 DIVIDEND DECLARATION
Notice is hereby given that a final dividend of 55,0 cents per share has
been declared in respect of the year ended 31 December 2006. This final
dividend will be paid following the fulfilment of the conditions precedent
set out in the terms announcement relating to the BEE transaction, details
of which were announced on SENS on 9 March 2007, and the issue of the
related consideration of Gold Reef ordinary shares. A further announcement
in this regard will be made once the board has more clarity on an
anticipated dividend date. The dividend will be financed out of Gold Reef`s
free cash flow after servicing the debt of the group`s underlying
operations.
Johannesburg
24 April 2007
Financial advisor and Sponsor
transaction sponsor
ABSA CAPITAL NEDBANK CAPITAL
Date: 24/04/2007 17:47:20 Produced by the JSE SENS Department.
