| Mon 10 Dec 2007, 17:10 | | GDF - Gold Reef - Update On The Scheme Of Arrangement |
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GDF
GDF
GDF - Gold Reef - Update On The Scheme Of Arrangement
GOLD REEF RESORTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002108/06)
JSE share code: GDF & ISIN: ZAE000028338
("Gold Reef")
UPDATE ON THE SCHEME OF ARRANGEMENT
1. INTRODUCTION
Gold Reef shareholders are referred to the announcement dated Tuesday,
13 November 2007 in which Gold Reef shareholders were advised that the High
Court of South Africa (Witwatersrand Local Division) ("the Court") had
conditionally sanctioned the scheme of arrangement (the "Scheme") in terms
of section 311 of the Companies Act (61 of 1973, as amended) ("the
Companies Act"), 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 shareholders, other than Aldiss, recorded in the register as such
on the latest date and time for shareholders to be recorded in the register
in order to receive the scheme consideration, being 17:00 on the business
day preceding the operative date ("consideration record date"), and who
will be entitled to receive the scheme consideration ("scheme
participants") on the operative date, other than the 14 427 602 treasury
shares held by Aldiss. In exchange the scheme participants will receive the
scheme consideration for each scheme share held by them on the
consideration record date of the Scheme ("the Offer"). The scheme
consideration is R34,00 per Gold Reef share which will increase by one
South African cent per share per business day from Tuesday, 1 January 2008
until the date upon which the Scheme becomes operative.
Gold Reef shareholders were further advised that the sanctioning of the
Scheme by the Court was conditional upon the following conditions:
1.1 a certified copy of the Order of Court sanctioning the Scheme being
registered by the Registrar of Companies in terms of the Companies
Act;
1.2 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;
1.3 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;
1.4 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
1.5 all other approvals to the extent necessary in respect of the Offer
being implemented, including but not limited to approvals from the
Securities Regulation Panel.
2. UPDATE ON THE SCHEME
Gold Reef shareholders are advised that -
2.1 the conditions precedent set out in paragraphs 1.1, 1.3 and 1.5 have
been fulfilled;
2.2 the conditions precedent set out in paragraphs 1.2 and 1.4
("outstanding conditions") are still outstanding and will not be
fulfilled by Tuesday, 11 December 2007. The competition filing has
been lodged with the Competition Authorities and the applications for
gambling regulatory approvals have been lodged with the relevant
gambling boards, which competition filing and gambling applications
are currently being considered by the relevant regulatory authorities;
Gold Reef and BidCo are working on procuring the fulfilment of the
outstanding conditions including replying to objections and requests
for further information.
2.3 If the outstanding conditions are not fulfilled or waived, to the
extent permissible, by Thursday, 31 January 2008, Gold Reef and BidCo
may agree to extend the date, failing which the Scheme will fail to
become operative and will be of no force and effect.
3. FINAL IMPORTANT DATES AND TIMES
Due to the outstanding conditions, shareholders are advised that the
indicative salient dates and times published in the circular and
announcement dated Friday, 5 October 2007, are no longer applicable.
A further announcement with the final important dates and times will
be released on SENS and published in the press as soon as they are
determined.
Johannesburg
Monday, 10 December 2007
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: 10/12/2007 17:10:02 Produced by the JSE SENS Department.
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