| Mon 4 Feb 2008, 8:37 | | GDF - Gold Reef Resorts Limited - Non Fulfillment of conditions precedent to |
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GDF
GDF
GDF - Gold Reef Resorts Limited - Non Fulfillment of conditions precedent to
scheme of arrangement and other matters
Gold Reef Resorts Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/002108/06)
JSE share code: GDF
ISIN: ZAE000028338
("Gold Reef")
NON FULFILLMENT OF CONDITIONS PRECEDENT TO SCHEME OF ARRANGEMENT AND OTHER
MATTERS
Shareholders are referred to the announcement on Thursday, 31 January 2008,
whereby Gold Reef shareholders ("Shareholders") were advised that the deadline
date for the conditions precedent to the scheme of arrangement ("the Scheme") in
terms of section 311 of the Companies Act (61 of 1973, as amended), proposed by
Fluxrab Investments No 159 (Proprietary) Limited ("BidCo") between Gold Reef and
the Shareholders, 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 sought to acquire all the Gold Reef shares
held by Shareholders, other than Aldiss ("the Offer"), to be fulfilled, or where
permissible waived, had been extended by agreement between Gold Reef and BidCo
until 5pm on Friday, 1 February 2008 or such further date which Gold Reef and
BidCo may have agreed on or before 5pm on Friday, 1 February 2008.
Shareholders are advised that BidCo has elected not to further extend the
deadline date beyond 5pm on Friday, 1 February 2008. As at the expiry of the
aforesaid deadline, the remaining condition precedent which was yet to be
fulfilled was the approval by the respective provincial Gambling Boards. As of
Friday, 1 February 2008 none of the Gauteng Gambling Board, Western Cape
Gambling and Racing Board, KwaZulu-Natal Gambling Board, Free State Gambling and
Racing Board nor the Eastern Cape Gambling and Betting Board have given their
approval. Accordingly the aforesaid condition precedent has not been fulfilled
and the Scheme has lapsed and is of no further force or effect.
We refer Shareholders to the announcement released by the Securities Regulation
Panel ("Panel") on Friday, 1 February 2008 regarding the outcome of the hearings
that the Panel conducted in respect of the Offer whereby the Panel stated that
"Having heard the oral submissions and considered documentation presented to the
Securities Regulation Panel, it is held that Gold Reef Resorts Limited is in
breach of Rules 13, 16, 19 and 20." The Board of Gold Reef awaits the release by
the Panel of the reasons for this ruling. A further announcement will be made to
Shareholders in this respect in due course.
The Board of Gold Reef remains confident about the future prospects of Gold
Reef. Cash flows remain strong and business fundamentals remain sound
notwithstanding the current economic conditions.
It is expected that Gold Reef`s reviewed results will be available on Monday, 17
March 2008.
Johannesburg
4 February 2008
Financial advisor and transaction sponsor to Gold Reef
Merrill Lynch South Africa (Proprietary) Limited
Sponsor to Gold Reef
Nedbank Capital
Date: 04/02/2008 08:37:09 Produced by the JSE SENS Department.
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