| Thu 16 Oct 2008, 15:26 | | GDF - Gold Reef - Announcement Regarding The Sale And Transfer Of Gold Reef |
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GDF
GDF
GDF - Gold Reef - Announcement Regarding The Sale And Transfer Of Gold Reef
Shares By Certain Empowerment Shareholders
Gold Reef Resorts Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1989/002108/06)
Share code: GDF & ISIN: ZAE000028338
("Gold Reef")
Announcement regarding the sale and transfer of Gold Reef shares by certain
empowerment shareholders
1. Introduction
Mainstreet 581 (Proprietary) Limited ("Mainstreet"), an indirect wholly-
owned subsidiary of Tsogo Sun Holdings (Proprietary) Limited, has entered
into agreements with certain empowerment shareholders of Gold Reef (the
"Sellers"), in terms whereof the Sellers agree to sell and transfer to
Mainstreet the beneficial ownership of 41 876 047 ordinary shares (the
"Sale Shares") (equivalent to approximately 15.01%) of Gold Reef`s issued
ordinary share capital (excluding treasury shares) (the "Transactions").
Certain of the Sellers acquired their Sale Shares in 2007 with the
facilitation of funding from third party funders. Gold Reef has been
informed that the Transactions were concluded by certain of the Sellers
because they were faced with the almost certain initiation of foreclosure
proceedings by the funders on certain of the Sale Shares.
2. Further Particulars
The Sale Shares formed part of the 25,1% of the issued share capital of
Gold Reef (excluding treasury shares) that is subject to a Voting Pool
Agreement which was entered into to ensure that Gold Reef maintained at
least a 25,1% empowerment shareholder base. It has been, and continues
to be, a priority of Gold Reef to ensure sufficient empowerment in Gold
Reef for both strategic and regulatory reasons.
3. Regulatory Approval and Empowerment
The Transactions result in Mainstreet acquiring a financial interest in
Gold Reef in excess of the 5% threshold prescribed by various Provincial
Gambling Boards. Accordingly the Transactions will require the approval
of certain Provincial Gambling Boards which have jurisdiction in respect
of the Gold Reef Group`s casino licences. The determination of whether
or not the empowerment status of Mainstreet is sufficient to maintain
compliance with the Gold Reef Group`s relevant Provincial Gambling Board
licence conditions, the DTI`s B-BBEE codes of good practice and general
empowerment requirements is best determined by, inter alia, those Boards
as part of the regulatory approval process.
4. Resignation of two Directors
Immediately preceding the Transactions and as announced on 9 October
2008, two of the stakeholders in the Sellers, namely Mr R T Moloko and Mr
B J Biyela, resigned as directors of Gold Reef with effect from
7 October 2008. Gold Reef thanks them for their contribution.
Apart from the aforesaid resignations, the Transactions will not have any
impact on the composition of the board of Gold Reef.
It has been, and continues to be, a priority of Gold Reef to increase the
number of empowerment and independent directors on the board.
Johannesburg
16 October 2008
Sponsor
Nedbank Capital
Legal Advisors
Edward Nathan Sonnenbergs Inc.
Date: 16/10/2008 15:26:35 Produced by the JSE SENS Department.
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