| Thu 18 Feb 2010, 10:05 | | GDF - Gold Reef - Proposed Merger Of Gold Reef And Tsogo Sun Holdings |
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GDF
GDF
GDF - Gold Reef - Proposed Merger Of Gold Reef And Tsogo Sun Holdings
(Proprietary) Limited ("TSOGO") Through The Acquisition By Gold Reef Of 100% Of
The Issued Share Capital Of TSOGO And Withdrawal Of Cautionary Annoucement
Gold Reef Resorts Limited
(Incorporated in the Republic of South Africa)
Registration number 1989/002108/06
Share code: GDF
ISIN: ZAE000028338
("Gold Reef" or "the Company")
PROPOSED MERGER OF GOLD REEF AND TSOGO SUN HOLDINGS (PROPRIETARY) LIMITED
("TSOGO") THROUGH THE ACQUISITION BY GOLD REEF OF 100% OF THE ISSUED SHARE
CAPITAL OF TSOGO AND WITHDRAWAL OF CAUTIONARY ANNOUCEMENT
1. Introduction
The board of directors of Gold Reef (the "Gold Reef Directors") are pleased to
advise the shareholders of Gold Reef (the "Gold Reef Shareholders") that Gold
Reef and Tsogo have entered into an agreement (the "Exchange Agreement")
detailing the terms and conditions of a merger of the respective gaming and
hotel businesses of Gold Reef and Tsogo (the "Proposed Transaction"), to form a
combined business referred to as the "Merged Entity".
2. Salient details of the Exchange Agreement and the Proposed Transaction
In terms of the Exchange Agreement and subject to the fulfilment or waiver
(where appropriate) of the conditions precedent detailed in paragraph 4 below:
- The Proposed Transaction will be effected through the acquisition by
Gold Reef of the entire issued share capital of Tsogo (the "Tsogo
Shares") from the shareholders of Tsogo (the "Tsogo Shareholders"),
being Tsogo Investment Holding Company (Proprietary) Limited ("TIH")
(51% shareholding in Tsogo), TIH is in turn a subsidiary of Hosken
Consolidated Investments Limited ("HCI"), and SABSA Holdings
(Proprietary) Limited ("SABSA") (49% shareholding in Tsogo);
- The Proposed Transaction consideration will be discharged through
the issue and allotment of 888 261 028 new shares in the issued
share capital of Gold Reef (the "Gold Reef Consideration Shares")
ranking pari passu with the existing issued Gold Reef ordinary
shares of 2 cents each (the "Gold Reef Shares"), subject to the
total number of shares in Gold Reef`s issued share capital, Gold
Reef treasury shares and the 69 205 093 Gold Reef Shares held by
Tsogo Sun Expansion No 1 (Proprietary) Limited ("Tsogo Sun
Expansion") (previously Main Street 581 (Proprietary) Limited) (the
"Tsogo Sun Expansion Shares"), a wholly-owned subsidiary of Tsogo,
remaining unchanged (details of the Tsogo Sun Expansion Shares are
set out in paragraph 3.3 below);
- The closing price of R19.25 per Gold Reef Share on Friday, 29
January 2010, being the last trading day prior to the release of the
Gold Reef cautionary announcement on the Stock Exchange News Service
("SENS") of the JSE Limited ("JSE") (the "Gold Reef pre-cautionary
share price"), implies an equity value for Tsogo of R17.1 billion;
- Gold Reef will also, as a consequence of the implementation of the
Proposed Transaction, indirectly acquire the Tsogo Sun Expansion
Shares.
This indirect acquisition will constitute a specific share buyback
in terms of Section 85 of the Companies Act, 1973 (Act 61 of 1973,
as amended) (the "Companies Act") (the "Specific Buyback"). The
purchase consideration for the Tsogo Sun Expansion Shares is
included in the aggregate number of Gold Reef Consideration Shares
to be issued and allotted in terms of the Proposed Transaction.
Upon the successful implementation of the Proposed Transaction and
approval of the Specific Buyback by the Gold Reef Shareholders, the
Gold Reef Shares in question will continue to be held by Tsogo Sun
Expansion and will classify as treasury shares in the enlarged share
capital of Gold Reef in terms of Section 89 of the Companies Act;
- Post implementation of the Proposed Transaction, the current Gold
Reef Shareholders` (excluding Tsogo Sun Expansion) interest in the
Merged Entity will represent 19% with Tsogo Shareholders holding the
remaining 81%;
- Current Gold Reef Shareholders on the register on Friday, 23 April
2010, being the dividend record date, will be entitled to receive
the final dividend of not more than 65 cents per Gold Reef Share in
respect of the Gold Reef financial year ended 31 December 2009 to be
declared on or about Monday, 29 March 2010;
- Application will be made to the JSE in terms of paragraph 9.24 of
the JSE Listings Requirements to maintain Gold Reef`s listing on the
JSE, which will be amended to reflect the underlying Merged Entity
upon implementation of the Proposed Transaction. The revised
listing particulars of the Company, reflecting details of the Merged
Entity, in terms of the JSE Listings Requirements, will be included
in the circular to be sent to Gold Reef Shareholders (the
"Circular") as detailed in paragraph 10 below; and
- Each of the Tsogo, HCI and SABSA group companies have undertaken
that, except with the prior written consent of Gold Reef or under
certain pre-determined conditions, it shall not, for an agreed
period of time after the date on which it becomes clear that the
Proposed Transaction cannot be implemented in accordance with the
Exchange Agreement, inter alia, acquire, agree to acquire or induce
any other person to acquire any Gold Reef Shares.
Further details of the Exchange Agreement will be contained in the Circular.
3. Background and rationale
3.1 Information on Gold Reef
Gold Reef is a gaming and entertainment company that operates resorts and
entertainment complexes throughout South Africa. Gold Reef has an interest in
the following resorts (Gold Reef percentage ownership is indicated in brackets):
Gold Reef City Casino and Theme Park, Gauteng (100.00%)
Silverstar Casino, Gauteng (100.00%)
Golden Horse Casino, KwaZulu-Natal (100.00%)
Goldfields Casino, Free State (100.00%)
Garden Route Casino, Western Cape (85.00%)
Mykonos Casino, Western Cape (70.36%)
Queens Casino, Eastern Cape (25.10%)
Gold Reef generated R1.1 billion in revenue and R0.4 billion in earnings before
interest, tax, depreciation, amortisation and rentals ("EBITDAR") for the six
months ended 30 June 2009.
Gold Reef is listed on the securities exchange operated by the JSE with a market
capitalisation of R5.3 billion (excluding treasury shares) as at Friday, 29
January 2010.
3.2 Information on Tsogo
Tsogo is a hotel, gaming and entertainment company with operations throughout
Africa, the Middle East and the Seychelles. Tsogo`s operations are held through
two wholly-owned subsidiaries, Tsogo Sun Gaming (Proprietary) Limited ("Tsogo
Sun Gaming"), representing Tsogo`s gaming interests, and Southern Sun Hotels
(Proprietary) Limited ("Southern Sun"), representing Tsogo`s hotel interests
(collectively the "Tsogo Group").
Tsogo Sun Gaming has an interest in the following resorts (Tsogo`s percentage
ownership is indicated in brackets):
Montecasino, Gauteng (100.00%)
Suncoast Casino and Entertainment World, KwaZulu- (73.50%)
Natal
The Ridge Casino, Mpumalanga (100.00%)
Emnotweni Casino, Mpumalanga (100.00%)
Caledon Casino, Western Cape (100.00%)
Century Casino, KwaZulu-Natal (100.00%)
Hemmingways Casino, Eastern Cape (80.00%)
Southern Sun is one of the largest hotel groups in South Africa and is also one
of the largest timeshare operators in South Africa. By the end of 2010, the
Tsogo Group expects to operate 90 hotels with 14 438 rooms in 9 countries across
Africa and the Middle East. Southern Sun is the only South African hotel group
to operate across the deluxe to budget segments of the hotel market with brands
including Southern Sun Garden Court, Sun Square and StayEasy.
For the six months ended 30 September 2009, Tsogo generated revenue of R2.9
billion and EBITDAR of R1.1 billion.
3.3 Tsogo`s existing interest in Gold Reef
In addition to the gaming assets set out above, as at Friday, 29 January 2010,
Tsogo Sun Gaming owned 69 205 093 Gold Reef Shares through Tsogo Sun Expansion,
representing a 24.99% economic interest in Gold Reef.
Tsogo Sun Gaming controls 34.86% (which includes the aforesaid 24.99% economic
interest) of the voting interest in Gold Reef in terms of a voting pool
agreement entered into between certain Black Economic Empowerment ("BEE") Gold
Reef Shareholders, which voting pool agreement was initially entered into as
part of the Gold Reef BEE transaction implemented in July 2007 (to which Tsogo
Sun Expansion has bound itself as a party).
3.4 Rationale for the Proposed Transaction
Creation of a leading gaming and hotel business
The merger will create not only a premiere gaming and hotel company in South
Africa but also a business of significant ranking amongst Europe, Middle East
and Africa`s ("EMEA") listed gaming groups. The Merged Entity will have an
improved ability to attract new talent and resources and to capture
opportunities that present themselves in the local and international gaming and
hotel sectors both in terms of organic and acquisitive growth.
It is estimated that the Merged Entity will be the 36th largest company by
market capitalisation on the JSE as at Friday, 29 January 2010, and one of the
largest hotel and gaming companies amongst its listed EMEA peers by market
capitalisation.
Diversification and access to new revenue streams, new markets and opportunities
The Proposed Transaction has been structured so as to enable current Gold Reef
Shareholders and Tsogo Shareholders to benefit from the earnings, geographical
and market segment diversification achieved through exposure to the respective
diversified portfolios of assets and income streams.
As Tsogo is unlisted, the Proposed Transaction enables current Gold Reef
Shareholders and investors to directly access Tsogo`s quality hotel operations
and asset portfolio (including, inter alia, Montecasino, Suncoast and the
Southern Sun hotel group).
Notwithstanding recent tough trading conditions, Gold Reef and Tsogo are well
positioned to benefit from anticipated medium to longer term improving economic
conditions and increasing consumer spending across various regions in South
Africa.
The Merged Entity will be well positioned in existing markets and able to pursue
attractive growth opportunities in new markets, as they arise, to the benefit of
both Gold Reef Shareholders and Tsogo Shareholders.
Access to capital
The Merged Entity is expected to benefit from improved access to additional
sources of capital including a greater presence and profile in the equity
markets, South African bank loan and debt capital markets. A strengthened
balance sheet with low debt levels and high cash generation, along with the
benefits of diversification, will also facilitate further growth.
4. Conditions precedent
The Proposed Transaction is subject, inter alia, to the fulfilment or waiver
(where appropriate) of the following conditions precedent, including:
4.1 The passing by the Gold Reef Shareholders (excluding, in certain instances,
Tsogo Sun Expansion and its associates) in general meeting (the "General
Meeting") of the following ordinary and special resolutions (collectively the
"Gold Reef Resolutions") and registration by the Companies and Intellectual
Property Registration Office ("CIPRO") of the special resolutions (where
applicable):
4.1.1 an increase in Gold Reef`s authorised share capital from 590 000 000 to 1
200 000 000 Gold Reef Shares;
4.1.2 the placement of that number of Gold Reef`s authorised, unissued share
capital under the control of the Gold Reef Directors as is required for the
purposes of implementing the Proposed Transaction;
4.1.3 approval, in terms of the JSE Listings Requirements, of the category 1
acquisition by Gold Reef of the Tsogo Shares;
4.1.4 the passing by a majority of independent votes of the Gold Reef
Shareholders (the "Independent Gold Reef Shareholders") of a resolution waiving
any right the Gold Reef Shareholders have to require the Tsogo Shareholders to
make them a mandatory offer in terms of Rule 8.1 of the Securities Regulation
Code on Takeovers and Mergers (the "Code"), the details of which are set out in
more detail in paragraph 6.1 below. The granting of the waiver contemplated in
this paragraph is a condition precedent which is capable of being waived by TIH
and SABSA;
4.1.5 approval of the Specific Buyback of the Tsogo Sun Expansion Shares, in
terms of Section 85 of the Companies Act;
4.2 The passing by TIH in general meeting of a special resolution in terms of
Section 228 of the Companies Act, approving the disposal by TIH of its Tsogo
Shares to Gold Reef and the registration of such special resolution by CIPRO;
4.3 The passing by the shareholders of HCI in general meeting of the following
special resolution and ordinary resolution respectively approving:
4.3.1 the disposal by TIH of its Tsogo Shares to Gold Reef in terms of Section
228 of the Companies Act; and
4.3.2 the category 1 disposal by TIH (as a subsidiary of HCI) of its Tsogo
Shares to Gold Reef in terms of the JSE Listings Requirements,
and the registration of the special resolution with CIPRO;
4.4 The Securities Regulation Panel (the "SRP") having dispensed, in writing,
with the obligation on the part of the Tsogo Shareholders to make a mandatory
offer to Gold Reef Shareholders in terms of Rule 8.1 of the Code as a
consequence of the implementation of the Proposed Transaction, and/or by reason
of the conclusion of the shareholders` agreement entered into by the Tsogo
Shareholders (the "Shareholders` Agreement");
4.5 All applicable regulatory and statutory approvals having been granted
including from:
4.5.1 The Competition Authorities;
4.5.2 The relevant Gambling Boards;
4.5.3 The JSE for the implementation of the Proposed Transaction, including,
inter alia, the approval of a listing of the Gold Reef Consideration Shares; and
4.5.4 the SRP;
4.6 The written consent for the Proposed Transaction being obtained from each
of the financiers of Gold Reef and Tsogo.
It is expected that the Proposed Transaction will be implemented five business
days after the fulfilment or waiver (where appropriate) of the last of the
conditions precedent set out above (the "Closing Date").
5. Shareholding structure (pre and post the implementation of the Proposed
Transaction)
Details of Gold Reef`s current shareholding structure and the resultant Merged
Entity shareholding structure, should the Proposed Transaction be implemented,
are set out in the table below:
Gold Reef Shareholders (excluding treasury shares)
Shareholder % shareholding before % shareholding after
the Proposed the Proposed
Transaction Transaction
TIH - 41.33%
SABSA - 39.71%
Krok family 26.07% 6.59%
entities
Tsogo Sun 24.99% -
Expansion
Allan Gray 23.64% 5.97%
clients(a)
Other(b) 25.30% 6.40%
Total 100.00% 100.00%
(a) Reflects the total holding of Allan Gray clients
(b) Other includes management and public shareholders
6. Related party transaction and fairness opinion
In terms of Section 10 of the JSE Listings Requirements, the Proposed
Transaction is a related party transaction as Tsogo Sun Expansion is a material
shareholder in Gold Reef. The Proposed Transaction is a category 1 transaction
in terms of the JSE Listings Requirements and therefore the Circular will comply
with the provisions of Section 9 and Section 10 of the JSE Listings
Requirements.
Accordingly, Gold Reef Shareholder approval for the Proposed Transaction and an
independent opinion relating to the fairness thereof is required. The Gold Reef
Directors have appointed Grant Thornton to provide them with advice as to the
fairness of the terms and conditions of the Proposed Transaction.
Grant Thornton has, on a preliminary basis, advised the Golf Reef Directors that
on the basis of the discounted cash flow and market multiple valuations
performed as at the date of this announcement, the terms and conditions of the
Proposed Transaction are fair to the Gold Reef Shareholders. The full text of
the final fairness opinion and the Gold Reef Directors` recommendation to Gold
Reef Shareholders will be included in the Circular to be posted to Gold Reef
Shareholders in due course.
The related parties (being Tsogo Sun Expansion and its associates) will be taken
into account in determining a quorum for the General Meeting but votes by the
related parties, will not be taken into account in determining the results of
the voting at the General Meeting on certain of the Gold Reef Resolutions to
approve and implement the Proposed Transaction.
6.1 Waiver of the mandatory offer
If the Proposed Transaction is successfully implemented, both TIH and SABSA
will, as a consequence of being allotted and issued with the Gold Reef
Consideration Shares, each acquire control of 35% or more of the votes to be
cast at any meeting of the Gold Reef Shareholders.
SABSA and TIH have also entered into the Shareholders` Agreement in relation to
their shareholdings in Gold Reef with effect from the Closing Date, whereby
SABSA and TIH have agreed to a process for the nomination, appointment and
removal of executive and non-executive directors of Gold Reef after the Closing
Date. Both TIH and SABSA have warranted that save for the Shareholders`
Agreement, no other agreement, arrangement or understanding will exist which
requires either TIH or SABSA to vote their Gold Reef Consideration Shares as a
block at the Closing Date.
In terms of Rule 8.1 of the Code an "affected transaction" requires a mandatory
offer to be made by TIH and SABSA to all Gold Reef Shareholders. However, in
terms of Rule 8.7 of the Code, the requirement for a mandatory offer will
normally be dispensed with by the SRP provided that a majority of independent
votes at a properly constituted meeting of the holders of the relevant
securities (being the Gold Reef Shareholders (excluding Tsogo Sun Expansion and
its associates)) are cast in favour of a resolution waiving the requirement for
a mandatory offer.
As stated in paragraph 4.4 above, the granting of the aforesaid dispensation and
waiver in respect of the mandatory offer as a result of the increased
shareholding and the Shareholders` Agreement will be a condition precedent to
the Proposed Transaction. Accordingly, the Gold Reef Shareholders will be asked
at the General Meeting to approve the proposed waiver of the requirement of a
mandatory offer to be made to the Gold Reef Shareholders. To this end, a
resolution waiving the requirement to make a mandatory offer will be set out in
the notice of General Meeting which will form part of the Circular.
Grant Thornton has been requested to provide appropriate external advice to the
Gold Reef Directors in terms of Rule 3.1 of the Code in relation to the
potential affected transaction and the proposed waiver at the Gold Reef pre-
cautionary share price. For the purposes of providing this advice, it has been
assumed that the Gold Reef Consideration Shares would be issued at the Gold Reef
pre-cautionary share price.
6.1.1 SRP waiver procedure
The SRP has advised that it is willing to consider an application to grant
dispensation to TIH and SABSA in terms of the Code, which would have the effect
of releasing TIH and SABSA from any obligation to make a mandatory offer in
terms of Rule 8.1 of the Code, subject to the SRP considering representations
(if any) made by interested parties as contemplated below.
Prior to granting a dispensation in terms of the Code, the SRP will consider any
objections or representations (if any) made by any interested parties.
Accordingly, any interested party who wishes to object to the dispensation shall
have fourteen calendar days from the date of posting of the Circular to raise
such an objection with the SRP. Objections should be made in writing and
addressed to the "Executive Director, Securities Regulation Panel" at any one of
the following addresses:
Physical: Ground Floor
2 Sherbourne Road (off Jan Smuts Avenue)
Parktown, Johannesburg
2193
Postal: PO Box 91833
Auckland Park, Johannesburg
2006
Fax: +27 11 482 5635
If any submissions are made to the SRP within the permitted timeframe, the SRP
will consider the merits thereof and, if necessary, provide the objectors with
an opportunity to make representations to the SRP. Thereafter, subject to the
waiver in the General Meeting being approved by the Gold Reef Shareholders, the
SRP will rule on the requirement for a mandatory offer.
7. Board, executive management and staff
The Board and management team of the Merged Entity are currently under
consideration. Further details thereof will be published in the Circular.
The Proposed Transaction is not expected to result in any operational
redundancies at either Gold Reef or Tsogo.
8. Revised listing particulars
In order to implement the Proposed Transaction, and subject to the fulfilment or
waiver (where appropriate) of the conditions precedent contemplated in paragraph
0, Gold Reef will be required to issue the Gold Reef Consideration Shares
resulting in an issue of more than 25% of the Gold Reef Shares already in issue
and, accordingly, revised listing particulars will be contained in the Circular.
Application will be made to the JSE to amend the listing of Gold Reef, subject
to all the conditions precedent being fulfilled or waived (where appropriate),
to reflect the allotment and issue of the Gold Reef Consideration Shares.
9. Pro forma financial effects of the Proposed Transaction on Gold Reef
Shareholders
The table below sets out the pro forma financial effects of the Proposed
Transaction on Gold Reef Shareholders based on the unaudited interim results of
Gold Reef for the six months ended 30 June 2009.
The unaudited pro forma financial effects have been prepared for illustrative
purposes only, in order to provide information about how the Proposed
Transaction might have affected Gold Reef Shareholders had the Proposed
Transaction been implemented on the dates indicated in the notes below.
Due to their nature, the pro forma financial effects may not give a fair
reflection of the financial position or the effect of future earnings on Gold
Reef after the Proposed Transaction. The historical financial effects reflect
difficult economic and trading conditions for the hotel and gaming sector in
2009. Furthermore, they do not take into account inter alia the impact of
seasonality of the Southern Sun hotel portfolio and the Pivot development at
Montecasino, expected to open in May 2010.
The Gold Reef Directors are responsible for the preparation of the unaudited pro
forma financial information.
Before the After the % Change
Proposed Proposed
Transaction (1) Transaction (2)
Attributable earnings 50.9 33.6 (34.0%)(6
per Gold Reef Share )
(cents)(3)
Headline earnings per 50.9 33.5 (34.2%)(6
Gold Reef Share )
(cents)(3)
Net asset value 856.5 604.7 (29.4%)
("NAV") per Gold Reef
Share (cents)(4)
Net tangible asset 428.2 156.9 (63.4%)
value ("NTAV") per
Gold Reef Share
(cents)(4)
Weighted average 274.9 1 093.9
number of Gold Reef
Shares (millions)(5)
Number of Gold Reef 276.9 1 096.0
Shares in issue as at
30 June 2009
(millions)(5)
Notes:
1. Gold Reef "Before the Proposed Transaction" results were extracted from the
published, unaudited interim results of Gold Reef for the six months ended 30
June 2009 as released on SENS on 27 August 2009 and published in the press on 28
August 2009. These results have not been reviewed by the Company`s auditors.
2. Represents the pro forma financial effects of the Proposed Transaction,
which has been accounted for in terms of IFRS3 (revised): Business Combinations,
using the principles of reverse acquisition accounting.
3. Attributable earnings and headline earnings per Gold Reef Share effects are
based on the following principal assumptions:
(i) the Proposed Transaction was effective on 1 January 2009;
(ii) Tsogo results represent the unaudited interim results of Tsogo for the six
months ended 30 September 2009;
(iii) a fair value adjustment of the current shareholding of Tsogo in Gold Reef,
based on the Gold Reef pre-cautionary share price. This results in the fair
value adjustment of the current Tsogo shareholding in Gold Reef being a debit of
R102.9 million after tax effects;
(iv) the recognition of the tangible and identifiable intangible assets is
based on a preliminary fair value exercise, with the carrying value of Gold
Reef`s land and buildings being estimated to be their fair value. In terms of
IFRS3 (revised): Business Combinations, a fair value exercise will need to be
performed on the effective date of the Proposed Transaction; and
(v) transaction costs of R41.3 million, which are once-off in nature.
4. NAV and NTAV per Gold Reef Share effects are based on the following
principal assumptions:
(i) the Proposed Transaction was effective on 30 June 2009;
(ii) a fair value adjustment of the current Tsogo shareholding in Gold Reef,
based on the Gold Reef pre-cautionary share price. This results in the fair
value adjustment of the current Tsogo shareholding in Gold Reef being a debit of
R102.9 million after tax effects;
(iii) the recognition of the tangible and identifiable intangible assets is
based on a preliminary fair value exercise, with the carrying value of Gold
Reef`s land and buildings being estimated to be their fair value. In terms of
IFRS3 (revised): Business Combinations, a fair value exercise will need to be
performed on the effective date of the Proposed Transaction; and
(iv) transaction costs of R41.3 million, which are once-off in nature.
5. The weighted average number of Gold Reef Shares and Gold Reef Shares in
issue After the Proposed Transaction are based on the issue of the Gold Reef
Consideration Shares.
6. Excluding the effects of the once-off transaction costs of R41.3 million and
the fair value adjustment to the current shareholding of Tsogo in Gold Reef of
R102.9 million after tax effects, the "After the Proposed Transaction" earnings
and headline earnings per Gold Reef Share would be 46.8 cents (8.1% decline) and
46.9 cents (7.9% decline) respectively.
7. No effect has been given to the dividend referred to in paragraph 2 of this
announcement.
10. Circular to Gold Reef Shareholders
A Circular to Gold Reef Shareholders containing full details of the Proposed
Transaction and incorporating a notice of general meeting of Gold Reef
Shareholders and the various resolutions to be passed will be posted to Gold
Reef Shareholders in due course.
11. Salient dates and times
Shareholders should note the following important dates and times:
Salient dates and times 2010
Detailed terms announcement Thursday, 18 February
Announcement of declaration of Gold Reef Monday, 29 March
final dividend on
Last day for the receipt of proxy forms for Wednesday, 7 April
the Gold Reef General Meeting on
General Meeting of Gold Reef Shareholders Thursday, 8 April
Results of the Gold Reef General Meeting Thursday, 8 April
released on SENS on
Results of the Gold Reef General Meeting Friday, 9 April
published in the South African press on
Special resolutions lodged with CIPRO by no Friday, 9 April
later than
Last day to trade in Gold Reef Ordinary Friday, 16 April
Shares on the JSE to be eligible to
participate in the final dividend
Gold Reef shares trade "ex" the Gold Reef Monday, 19 April
final dividend on
Dividend record date Friday, 23 April
Payment of the final dividend Monday, 26 April
Further applicable dates will be notified to Gold Reef Shareholders once the
applicable regulatory approvals referred to in paragraph 4.5 have been obtained.
Notes:
1. All times shown above are South African local times.
2. These salient dates and times are subject to amendments. Any such relevant
amendments will be released on SENS and published in the South African press.
3. In relation to the final dividend, Gold Reef Shares cannot be dematerialised
or rematerialised between Monday, 19 April 2010 and Friday, 23 April 2010, both
dates inclusive.
12. HCI and SABMiller plc announcements
Gold Reef Shareholders are also referred to the separate announcements released
by HCI and SABMiller plc on SENS today, Thursday, 18 February 2010 relating to
the Proposed Transaction.
13. Withdrawal of cautionary
The Gold Reef cautionary announcement released on SENS on Friday, 29 January
2010 and published in the press on Monday, 1 February 2010 is hereby withdrawn.
Accordingly, Gold Reef Shareholders are no longer required to exercise caution
when dealing in Gold Reef Shares.
Johannesburg
18 February 2010
Advisers to Gold Reef
Financial adviser and Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Legal adviser
Edward Nathan Sonnenbergs Inc
Independent expert
Grant Thornton
Independent reporting accountants and auditors
PriceWaterhouseCoopers Inc
Advisers to Tsogo
Investment Bank
Investec Corporate Finance
Legal advisers
Tabacks
Date: 18/02/2010 10:05:33 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
