| Tue 13 Nov 2007, 17:55 | | GDF - Gold Reef Resorts - Results Of The Court Hea |
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GDF
GDF
GDF - Gold Reef Resorts - Results Of The Court Hearing In Respect Of The
Scheme
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 THE COURT HEARING IN RESPECT OF THE SCHEME
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; 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 held by scheme participants on the consideration record date,
other than the 14 427 602 treasury shares held by Aldiss, 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");
- the circular to Gold Reef shareholders dated Friday, 5 October 2007 in
relation to the Scheme and the Scheme Meeting;
- the announcement dated Friday, 5 October 2007 which set out the important
dates and times in respect of the Scheme; and
- the announcement dated Monday, 29 October 2007 advising that the Scheme
was approved by the requisite majority of shareholders.
2. RESULTS OF THE COURT HEARING
Shareholders are advised that the High Court of South Africa
(Witwatersrand Local Division) has today, Tuesday, 13 November 2007,
sanctioned the Scheme, subject to the fulfilment of the conditions
precedent set out in 3. below.
3. OUTSTANDING CONDITIONS PRECEDENT
Shareholders are reminded that the Scheme is subject to the fulfilment of
the following conditions precedent:
3.1. a certified copy of the Order of Court sanctioning the Scheme being
registered by the Registrar of Companies in terms of the Companies
Act;
3.2. 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;
3.3. 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;
3.4. 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
3.5. all other approvals to the extent necessary in respect of the Offer
being
implemented.
4. TIMETABLE
Any change to the important dates and times published in the announcement
and circular dated Friday, 5 October 2007 will be advised to Gold Reef
shareholders by notification on SENS and in the press.
Johannesburg
Tuesday, 13 November 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: 13/11/2007 17:55:29 Produced by the JSE SENS Department.
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