| Mon 29 Oct 2007, 12:41 | | GDF - Gold Reef Resorts Limited - Results of schem |
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GDF
GDF
GDF - Gold Reef Resorts Limited - Results of scheme meeting
Gold Reef Resorts Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/002108/06)
JSE share code: GDF
ISIN: ZAE000028338
("Gold Reef")
RESULTS OF SCHEME MEETING
1. INTRODUCTION
Gold Reef shareholders are referred to the announcements released on
Reuters on Monday, 3 September 2007; on SENS on Tuesday, 4 September 2007
and Friday, 7 September 2007; and the circular to Gold Reef shareholders
dated Friday, 5 October 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 Companies Act") ("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 for each scheme share held by them on the
consideration record date of the Scheme ("the offer").
2. RESULTS OF THE SCHEME MEETING
Gold Reef shareholders are advised that at the scheme meeting held on
Monday, 29 October 2007, the requisite majority of scheme members present
and voting either in person or by proxy approved the Scheme. It is
expected that application will be made to the High Court of South Africa
(Witwatersrand Local Division) ("the Court") on Tuesday, 13 November 2007
at 10:00 or as soon thereafter as Counsel may be heard for the
sanctioning of the Scheme. The Court is located at the High Court
Building, von Brandis Square, corner Pritchard and von Brandis Streets,
Johannesburg.
3. OUTSTANDING CONDITIONS PRECEDENT
Gold Reef shareholders are reminded that the Scheme is subject to the
fulfilment, or where permissible, waiver, of the following conditions
precedent by Thursday, 31 January 2008, provided that Gold Reef and BidCo
shall be entitled to extend this date by agreement at any time before
Thursday, 31 January 2008:
3.1 the Court sanctioning the Scheme;
3.2 in the case of the sanctioning of the Scheme by the Court, a certified
copy of the Order of Court sanctioning the Scheme being registered by the
Registrar of Companies in terms of the Companies Act;
3.3 the Competition Authorities approving the offer in terms of the
Competition Act, either unconditionally or subject to such conditions as
may be acceptable to Gold Reef and BidCo;
3.4 the Exchange Control Division of the South African Reserve Bank approving
the offer in terms of Exchange Control Regulations either unconditionally
or subject to such conditions as may be acceptable to Gold Reef and
BidCo;
3.5 the Gambling Boards approving the offer and the reorganisation in terms
of the Gambling Act, either unconditionally or subject to such conditions
as may be acceptable to Gold Reef and BidCo; and
3.6 all other approvals to the extent necessary in respect of the offer being
implemented.
4. CHAIRPERSON`S REPORT
A copy of the chairperson`s report on the Scheme Meeting will be
available, free of charge, to any scheme member on request, from Friday,
2 November 2007 until the date on which application is made to the Court
to sanction the Scheme, which is expected to be Tuesday, 13 November 2007
or any extension of such date, at Gold Reef`s registered office being
Gold Reef City, Gate 4, Northern Parkway, Ormonde, Johannesburg, 2091.
5. FURTHER ANNOUNCEMENTS
A further announcement regarding the outcome of the Court hearing and the
final salient dates and times for the Scheme will be released on SENS and
published in the press after the Court hearing.
Johannesburg
29 October 2007
Enquiries
Ethos Corporate Affairs
Bill Ashmore
Tel +27 (0) 11 328 7461
Cell +27 (0) 72 487 8209
Email: bashmore@ethos.co.za
Financial advisor and transactional sponsor to Gold Reef
Merrill Lynch South Africa (Proprietary) Limited
Legal advisors to Gold Reef
Edward Nathan Sonnenbergs and Werksmans Inc.
Sponsor to Gold Reef
Nedbank Capital
Independent advisor to the Gold Reef Board
Ernst & Young Advisory Services Limited
Auditors of Gold Reef
PriceWaterhouseCoopers Inc
Private equity sponsors and transaction arrangers for BidCo
Ethos Private Equity and Goldman Sachs
Financial advisor to BidCo
Goldman Sachs International
Legal advisors to BidCo
Fluxmans Attorneys Inc, Deneys Reitz, Inc, Webber Wentzel Bowens and Sullivan
& Cromwell LLP
Legal advisors to the BEE Shareholders
Webber Wentzel Bowens Inc
Lenders
Goldman Sachs and Nedbank Corporate, a division of Nedbank Limited
Legal advisors to BidCo Lenders
Cleary Gottlieb Steen & Hamilton LLP and Deneys Reitz, Inc
Date: 29/10/2007 12:41:06 Produced by the JSE SENS Department.
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