| Fri 5 Oct 2007, 8:00 | | GDF - Gold Reef - Salient dates of the scheme of a |
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GDF
GDF
GDF - Gold Reef - Salient dates of the scheme of arrangement
Gold Reef Resorts Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/002108/06)
Share code: GDF & ISIN: ZAE000028338
("Gold Reef")
SALIENT DATES OF THE SCHEME OF ARRANGEMENT
1. INTRODUCTION
Gold Reef shareholders are referred to the announcements released on Reuters on
Monday, 3 September 2007 and on SENS on Tuesday, 4 September 2007 and Friday, 7
September 2007, in which shareholders were advised of the scheme of arrangement
in terms of section 311 of the Companies Act (61 of 1973, as amended)
("the scheme"), proposed by Fluxrab Investments No 159 (Proprietary) Limited
("BidCo") between Gold Reef and the shareholders of Gold Reef, other than
Aldiss Investments (Proprietary) Limited (a wholly-owned subsidiary of Gold
Reef and the holder of 14 427 602 treasury shares) ("Aldiss"), in terms of
which BidCo will acquire all the Gold Reef shares, other than the 14 427 602
treasury shares held by Aldiss, held by scheme participants on the
consideration record date, and in exchange the scheme participants will receive
R34,00 per Gold Reef share ("the scheme consideration") for each scheme share
held by them on the consideration record date of the scheme.
Should the scheme not become operative for any reason, other than the failure
to obtain any necessary regulatory approvals (excluding a failure of the Court
to sanction the scheme), BidCo may elect, subject to the fulfilment of the
conditions precedent, to make a general offer to all Gold Reef shareholders,
other than Aldiss, to acquire all the Gold Reef shares held by the offerees,
other than the shares held by Aldiss, for R34,00 per share.
The purpose of this announcement is to inform Gold Reef shareholders of the
important dates and times in respect of the scheme. Should a general offer be
made in respect of the issued share capital of Gold Reef, all dates and times
pertinent thereto will be released on SENS and published in the press.
2. SCHEME MEETING
Gold Reef shareholders are advised that in terms of an Order of Court dated
Tuesday, 2 October, 2007, the High Court of South Africa has granted Gold Reef
leave to convene a meeting to consider the scheme ("the scheme meeting"), to
be held at 09:00 on Monday, 29 October 2007 in the boardroom at Gold Reef City,
Gate 4, Northern Parkway, Ormonde, Johannesburg, South Africa, to consider
and, if deemed fit, agree, with or without modification, to the scheme.
3. IMPORTANT DATES AND TIMES
Court hearing to convene scheme meeting Tuesday, 2 October 2007
Notice of scheme meeting and Order of Court
released on SENS Friday, 5 October 2007
Notice of scheme meeting published in the press
(Business Day and Die Beeld) Friday, 5 October 2007
Notice of scheme meeting published in the press
(Sunday Times and Rapport) Sunday, 7 October 2007
Notice of scheme meeting published in the
Government Gazette Friday, 12 October 2007
Last day to trade Gold Reef shares on the JSE
in order to be recorded in the register on
the voting record date of the scheme meeting
(see note 2 below) Thursday, 18 October 2007
Voting record date for the scheme meeting on which
shareholders must be recorded in the register to
be eligible to vote at the scheme meeting (by 17:00) Thursday, 25 October 2007
Last day to lodge form of proxy for the scheme
meeting (by 09:00) (see notes 3 and 4 below) Friday, 26 October 2007
Forms of proxy may also be handed to the chairperson
of the scheme meeting up to 10 minutes before
the scheme meeting commences
Scheme meeting held (at 09:00) Monday, 29 October 2007
Results of scheme meeting to be released on SENS Monday, 29 October 2007
Results of scheme meeting to be published in
the press Tuesday, 30 October 2007
The report of the Chairperson to be available for
inspection from Friday, 2 November 2007
Court hearing to sanction the scheme (at 10:00
or as soon thereafter as Counsel may be heard) Tuesday, 13 November 2007
Outcome of Court hearing to be released on SENS Tuesday, 13 November 2007
Outcome of Court hearing to be published
in the press Wednesday, 14 November 2007
Order of Court sanctioning the scheme registered
by the Registrar Friday, 16 November 2007
The dates below are subject to the fulfilment of the conditions precedent to
the scheme. To the extent that the conditions precedent have been or are not
fulfilled by Tuesday, 11 December 2007, the dates set out below will be changed
accordingly and any such changes will be released on SENS and published in the
press.
Finalisation date announcement once all conditions
precedent have been fulfilled to be
released on SENS (by 11:00) Tuesday, 11 December 2007
Finalisation date announcement once all conditions
precedent have been fulfilled to be published in
the press Wednesday, 12 December 2007
Last day to trade Gold Reef shares on the JSE in
order to be recorded in the register
on the record date of the scheme Wednesday, 19 December 2007
Suspension of Gold Reef`s listing on the JSE from
the commencement of business Thursday, 20 December 2007
Consideration record date of the scheme on
which shareholders must be recorded in the register
in order to be eligible to receive the scheme
consideration Friday, 28 December 2007
Operative date of the scheme, from the commencement
of business Monday, 31 December 2007
Termination of Gold Reef`s listing on the JSE from
the commencement of business Wednesday, 2 January 2008
The scheme consideration will be posted by the transfer secretaries on
the operative date to certificated scheme participants (if the form of
acceptance, surrender and transfer and the document(s) of title are
received by the transfer secretaries on or prior to 12:00 on the
consideration record date of the scheme) or, failing such receipt,
within 5 (five) business days of receipt of the form of acceptance,
surrender and transfer and the relevant document(s) of title.
Dematerialised scheme participants will have their accounts held
at their CSDP or broker credited with the scheme consideration.
In the event of the conditions precedent of the scheme not being
fulfilled by Thursday, 31 January 2008, or such later date
as Gold Reef and BidCo might agree to, the scheme will fail
to become operative and will be of no force and effect.
Notes:
1. The abovementioned times are South African times and indicative only and
are subject to change. Any change to the above dates and times will be agreed
upon by Gold Reef and BidCo and advised to Gold Reef shareholders by
notification on SENS and in the press.
2. Gold Reef shareholders should note that, as Gold Reef shares are settled in
the Strate environment, settlement for trade takes place 5 (five) business days
after the trade date. Therefore shareholders who acquire Gold Reef shares on
the JSE after Thursday, 18 October 2007, will not be eligible to vote at the
scheme meeting, although they will be entitled to participate in the scheme,
provided they are recorded in the register on the consideration record date.
3. If the scheme meeting is adjourned or postponed, forms of proxy for the
scheme meeting must be received by the transfer secretaries by no later than
the business day prior to the adjourned or postponed meeting.
4. If the forms of proxy are not received by the transfer secretaries by the
time and date shown above, they may be handed to the Chairperson of the scheme
meeting by no later than 10 (ten) minutes before the commencement of the scheme
meeting or adjourned or postponed meeting.
5. If you wish to dematerialise your shares, please contact your CSDP or
broker. Although it must be noted that, in the event that the scheme is
sanctioned by the Court, you will only be able to dematerialise your shares
prior to 12:00 on Wednesday, 19 December 2007. Only dematerialised shares may
be traded on the JSE.
6. The above important dates and times will not apply if the general offer is
made. Should the general offer become effective, all dates and times pertinent
thereto will be released on SENS and published in the press.
7. All references to times in this document relate to South African local
times, unless otherwise stated.
4. CIRCULAR
A circular providing further information in respect of the scheme, and
containing, inter alia, a notice of scheme meeting, an explanatory statement,
the scheme of arrangement, an Order of Court, form of proxy and a form of
acceptance, surrender and transfer, will be posted to Gold Reef shareholders
today. A copy of the circular is available at Gold Reef`s website at
http://www.goldreefresorts.com
Johannesburg
5 October 2007
Enquiries:
Ethos Corporate Affairs
Chelsea Wilkinson
Tel +27 (0) 11 328 7463
Cell +27 (0) 82 898 5192
Email: cwilkinson@ethos.co.za
Financial advisor and transactional sponsor to Gold Reef
Merrill Lynch
Global Markets & Investement Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the JSE Limited
Legal advisors to Gold Reef
Edward Nathan Sonnenbergs
Werksmans Attorneys
Sponsor to Gold Reef
NEDBANK CAPITAL
Independent advisor to the Gold Reef board
Ernst & Young
Advisory Services Ltd
(Registration number 2009/018260/06)
Auditors to Gold Reef
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accounts and Auditors
(Registration number 1998/012055/21)
Private equity sponsors and transaction arrangers for BidCo
ETHOS PRIVATE EQUITY
Ethos Private Equity Limited
(Incorporated in the Republic of South Africa)
(Registration number 1985/0003363/06)
GOLDMAN SACHS
Financial advisor to BidCo
GOLDMAN SACHS
Legal advisors to the BEE shareholders
Webber Wentzel Bowens
Lenders
GOLDMAN SACHS
NEDBANK COPORATE
Legal advisors to BidCo
Webber Wentzel Bowens
DENEYS REITZ ATTORNEYS
Fluxman Attorneys
Website:www.fluxmans.com
Fluxmans Inc. Registration No: 2000/024775/21
Sullivan & Cromwell LLP
Legal advisors to BidCo lenders
Clearly Gottlieb Steen & Hamilton LLP
DENEYS REITZ ATTORNEYS
Date: 05/10/2007 08:00:03 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
