| Mon 13 Aug 2007, 11:23 | | GDF - Gold Reef Resorts Limited - Further Cautiona |
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GDF
GDF
GDF - Gold Reef Resorts Limited - Further Cautionary Announcement
Gold Reef Resorts Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1989/002108/06
JSE share code: GDF
ISIN: ZAE000028338
("the Company")
FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcements released on 18 May 2007 and 25 June
2007, shareholders are advised that the Company has entered into exclusive
discussions with a consortium of investors led by Ethos Private Equity Fund V
and which includes, inter alia, management of the Company and the existing Black
Economic Empowerment ("BEE") shareholders of the Company (the "Consortium")
acting through Fluxrab Investments No 159 (Proprietary) Limited ("Bidco") that
may result in the making of an offer to acquire all of the existing issued and
to be issued shares of the Company (excluding treasury shares) for 3400 cents in
cash for each share in the capital of the Company (the "Offer"), implying an
enterprise value for the Company of approximately R11.6 billion.
2. PRE-CONDITIONS
As of the date of this announcement no statement of a firm intention to make an
offer has been received by the board of the Company (the "Board").
The announcement by the Consortium of a firm intention to make the Offer is
subject to the satisfaction or waiver of certain customary pre-conditions,
including, inter alia, the execution of an agreement between the shareholders of
Bidco, finalisation of Bidco`s funding arrangements, the Board obtaining a
favourable fair and reasonable opinion from an appropriate external adviser
regarding the Offer and the Board recommending the Offer to shareholders.
It is envisaged that the Offer will be implemented by way of a scheme of
arrangement in terms of section 311 of the Companies Act (No 61 of 1973, as
amended) (the "Scheme"). If the Scheme is implemented, the listing of the
Company on the JSE Limited will be terminated.
3. SHAREHOLDER SUPPORT
Certain shareholders of the Company (as set out in further detail below), owning
or entitled to, in aggregate 211 209 464 shares, equivalent to approximately
76%* of the Company`s fully diluted shares, have irrevocably undertaken to the
Consortium (subject to certain conditions) to accept the Offer in respect of
their entire shareholdings. These undertakings shall cease to be of any force
and effect should a firm offer in terms of The Securities Regulation Panel (the
"SRP") Code on Takeovers and Mergers and Rules of the SRP be made by a party
other than the Consortium prior to the Scheme meeting convened to consider the
Offer, which is at least 10% higher in value than 3400 cents per share and the
Consortium fails to advise the Company in writing that it intends to better such
competing offer within two business days and to announce such superior offer
within ten business days.
The following sets out the details of those shareholders who have given such an
undertaking:
Shareholder Number of fully Percentage of
diluted shares fully diluted
held issued share
capital
Krok Family entities 71 910 971 25.90%
Casinos Austria 60 226 988 21.69%
International Holding GmBh
Existing BEE Shareholders* 69 206 412 24.93%
S B Joffe (director)* 6 283 333 2.26%
J S Friedman (director)* 1 967 093 0.71%
C Neuberger (director)* 1 370 000 0.49%
B J Biyela (director)* 201 333 0.07%
R T Moloko (director)* 33 334 0.01%
A J Aaron (director) 10 000 0.004%
* As members of the Consortium these shareholders may not be eligible to vote
on the Scheme. In this event, shareholders holding approximately 48% of
the Company`s total fully diluted shares and approximately 67% of the
Company`s fully diluted shares which would then be eligible to vote on the
Scheme can be regarded as having irrevocably undertaken to accept the
Offer.
4. RENEWAL OF CAUTIONARY ANNOUNCEMENT
This announcement is not an announcement of a firm intention to make an offer by
the Consortium or any other party.
Shareholders are advised that a detailed terms announcement, including salient
dates and times, will be published if the Company receives notification from the
Consortium of a firm intention to make an offer. Shareholders are therefore
advised to continue to exercise caution when dealing in their shares until a
further announcement is made.
Johannesburg
13 August 2007
Transaction Sponsor
Merrill Lynch South Africa (Pty) Limited
Sponsor
Nedbank Capital
Date: 13/08/2007 11:23:02 Produced by the JSE SENS Department.
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