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Thu 1 Apr 2010, 16:19 GDF - Gold Reef - Further announcement regarding the proposed merger of Gold
GDF
GDF                                                                             
GDF - Gold Reef - Further announcement regarding the proposed merger of Gold    
Reef And Tsogo                                                                  
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")                                                
FURTHER ANNOUNCEMENT REGARDING THE PROPOSED MERGER OF GOLD REEF AND TSOGO SUN   
HOLDINGS (PROPRIETARY) LIMITED ("TSOGO") THROUGH THE ACQUISITION BY GOLD REEF   
OF THE ENTIRE ISSUED SHARE CAPITAL OF TSOGO                                     
1.  Introduction                                                                
Shareholders of Gold Reef ("Gold Reef Shareholders") are referred to the        
announcement released on SENS on 18 February 2010 relating to the proposed      
merger of Gold Reef`s and Tsogo`s respective gaming and hotel businesses (the   
"Merged Entity") through the acquisition by Gold Reef of the entire issued      
share capital of Tsogo (the "Tsogo Shares") from Tsogo Investment Holding       
Company (Proprietary) Limited ("TIH") and SABSA Holdings (Proprietary) Limited  
("SABSA") (collectively the "Tsogo Shareholders") (the "Proposed                
Transaction").                                                                  
Gold Reef Shareholders are advised that a circular (the "Circular") will be     
posted on Saturday, 3 April 2010 containing full details of the Proposed        
Transaction which incorporates a notice of general meeting of Gold Reef         
Shareholders (the "General Meeting"). The Circular will be available on the     
Company`s website (wwww.goldreefresorts.com) from Tuesday, 6 April 2010.        
The Circular also includes revised listing particulars in terms of the JSE      
Limited ("JSE") Listings Requirements ("Listings Requirements") as the          
proposed allotment and issue of the Gold Reef Consideration Shares (as          
detailed in paragraph 2 below) to the Tsogo Shareholders as consideration for   
their Tsogo Shares will result in the issued ordinary share capital of Gold     
Reef being increased in excess of 100% of the existing issued ordinary share    
capital with the consequence of a change of control of the Company and the      
proposed reconstitution of the board of directors of Gold Reef (the "Gold Reef  
Board").                                                                        
2.  Summary of the Proposed Transaction                                         
In terms of an agreement entered into between, inter alia, Gold Reef and Tsogo  
(the "Exchange Agreement") and subject to the fulfilment or waiver (where       
appropriate) of certain conditions precedent ("Conditions Precedent"), as       
detailed in the Circular:                                                       
*  the Proposed Transaction will be effected through the                        
  allotment and issue of a minimum of 888 261 028 Gold Reef                     
  ordinary shares (the "Gold Reef Consideration Shares")                        
  (subject to the Gold Reef Consideration Shares Formula as                     
detailed in the Circular), to the Tsogo Shareholders as                       
  consideration for the acquisition of the Tsogo Shares; and                    
                                                                                
*  Gold Reef will also, pursuant to the Proposed Transaction,                   
through a specific buyback, acquire the 69 205 093 Gold Reef                  
  Shares (representing a 24.99% economic interest in Gold Reef,                 
  excluding treasury shares) currently held by Tsogo Sun                        
  Expansion No 1 (Proprietary) Limited (the "Tsogo Sun                          
Expansion Shares"). The purchase consideration for the Tsogo                  
  Sun Expansion Shares is included in the aggregate number of                   
  Gold Reef Consideration Shares to be allotted and issued                      
  pursuant to the Proposed Transaction.                                         
3.  Salient details of the Proposed Transaction                                 
The acquisition by Gold Reef of the entire issued ordinary share capital of     
Tsogo is a category 1 and a related party transaction in terms of the Listings  
Requirements and an affected transaction in terms of the Securities Regulation  
Panel ("SRP") Code ("SRP Code").  Gold Reef is, accordingly, required to seek   
Gold Reef Shareholder approval and issue a circular (containing revised         
listing particulars) to Gold Reef Shareholders containing full details of the   
Proposed Transaction and the ordinary and special resolutions required to be    
approved by the Gold Reef Shareholders at the General Meeting in order to       
implement the Proposed Transaction.                                             
Gold Reef Shareholders will be required to approve the Whitewash Resolution     
(as detailed in the Circular) regarding the approval of a waiver of a           
mandatory offer at an assumed price per Gold Reef Share of R19.25, based on     
the Gold Reef pre-cautionary share price (as detailed in the Circular), of      
each of the Tsogo Shareholders` obligations to make a mandatory offer as a      
consequence of the implementation of the Proposed Transaction and as a result   
of TIH and SABSA entering into the Shareholders` Agreement (as detailed in the  
Circular).  Provisional application has been made to the SRP for dispensation   
in this regard. Further details of the SRP waiver procedure are set out in      
paragraph 7 below.                                                              
In terms of paragraph 9.24 of the Listings Requirements, and subject to         
certain conditions, the JSE has confirmed that it will continue to grant a      
listing of Gold Reef and that Gold Reef`s listing on the JSE will be amended    
to reflect the enlarged issued ordinary share capital upon implementation of    
the Proposed Transaction.                                                       
The listing of the Gold Reef Consideration Shares on the JSE is subject to:     
-    the JSE obtaining working capital sign off in respect of a period of not   
    less than 18 months, in the manner stipulated by the Listings               
Requirements from the proposed Merged Entity Board;                         
-    confirmation by the proposed audit committee of the Merged Entity as to    
    its approval of the expertise and experience of Mr MN von Aulock in         
    respect of his proposed appointment as the Chief Financial Officer of the   
Merged Entity;                                                              
-    the Merged Entity`s compliance with paragraph 3.84 of the Listings         
    Requirements regarding its corporate governance;                            
-    publication of the Tsogo unqualified, audited financial results for the    
year ended 31 March 2010; and                                               
-    the JSE approving the articles of association of Tsogo, in accordance      
    with Schedule 10 of the Listings Requirements.                              
Should the Proposed Transaction be implemented, the respective Gold Reef and    
Tsogo businesses will be strategically repositioned as a combined hotel and     
gaming company with a new set of majority shareholders, collectively holding a  
majority of the Gold Reef Shares. Consequently, it is proposed that upon        
implementation of the Proposed Transaction (or as soon as possible thereafter)  
processes will be put in place to change the name of the Company to "Tsogo Sun  
Holdings Limited". Further details of the proposed change of name will be       
provided to Gold Reef Shareholders after the Closing Date of the Proposed       
Transaction (as detailed in the Circular).                                      
4.  Merged Entity Board and executive management                                
The Exchange Agreement provides that the Gold Reef Board shall have been        
restructured following implementation of the Proposed Transaction on the        
Closing Date to comprise only those persons who shall have been notified in     
writing to Gold Reef by TIH and SABSA (prior to the Closing Date); however as   
at the last practicable date of finalisation of the Circular, Gold Reef had     
not been made aware of the proposed composition of the reconstituted Gold Reef  
Board, other than in respect of certain executive directors as set out below.   
Pursuant to the Shareholders` Agreement (as detailed in the Circular) entered   
into between TIH and SABSA in relation to the appointment, removal and          
replacement of executive and non-executive directors of Gold Reef following     
implementation of the Proposed Transaction on the Closing Date, the Merged      
Entity Board will comprise appointees of TIH and SABSA. Although the Merged     
Entity Board will consist of a majority of non-executive directors, the Merged  
Entity Board will not be compliant with the requirements of the King Code as    
the majority of the non-executive directors will not be independent.            
Further details of the reconstitution of the Gold Reef Board will be provided   
to Gold Reef Shareholders once this information is available.                   
4.1  Executive management of the Merged Entity                                  
It is proposed that, following implementation of the Proposed Transaction on    
the Closing Date, Mr JA Mabuza, who currently serves as Chief Executive         
Officer of Tsogo, will be appointed as Chief Executive Officer of the Merged    
Entity and Mr MN von Aulock, who currently serves as Chief Financial Officer    
of Tsogo, will be appointed as Chief Financial Officer of the Merged Entity.    
The JSE has also required that the appointment of Mr MN von Aulock, as Chief    
Financial Officer of the Merged Entity, be confirmed by the audit committee of  
the Merged Entity in compliance with paragraphs 3.84(h) and 4.8(b) of the       
Listings Requirements prior to the Closing Date.                                
Messrs SB Joffe, JS Friedman, C Neuberger and TM Sadiki (the "Executives")      
have met with Tsogo regarding their proposed roles in the executive management  
team of the Merged Entity. After discussions, the Executives have decided not   
to accept Tsogo`s proposals or the alternative positions they were offered as   
such proposals or alternatives constitute a material change to their existing   
duties and responsibilities. Accordingly, the Executives will not be employed   
in the executive management team of the Merged Entity post implementation of    
the Proposed Transaction.                                                       
5.  Pro forma financial effects on Gold Reef                                    
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 unaudited pro forma financial effects may not fairly   
present the financial position or the effect of future earnings on the Merged   
Entity after the Proposed Transaction. The historical unaudited pro forma       
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 addition of seven hotels to the portfolio, including the mixed use          
development at Montecasino, now officially named "The Pivot", which is under    
construction and includes offices, parking and a Southern Sun Hotel which is    
expected to open in May 2010. They also do not take into account the full       
effect of the Caledon and the Century Casino Newcastle acquisitions which       
became effective 30 June 2009.                                                  
The directors of Gold Reef are responsible for the preparation of the           
unaudited pro forma financial information.                                      
5.1 Unaudited pro forma financial effects of the Proposed                       
Transaction on Gold Reef Shareholders for the financial                      
   year ended 31 December 2009                                                  
The table below sets out the unaudited pro forma financial effects of the       
Proposed Transaction on Gold Reef Shareholders based on the reviewed financial  
results of Gold Reef for the financial year ended 31 December 2009.             
                            Before the     After the     %                      
                            Proposed       Proposed      Change                 
                            Transaction(1  Transaction(2                        
)              )                                    
Attributable earnings per    131.0          102.1         (22.1)(6              
Gold Reef Share (cents)(3)                                )                     
Headline earnings per Gold   131.9          111.9         (15.2)(6              
Reef Share (cents)(3)                                     )                     
Net asset value ("NAV") per  950.0          602.1         (36.6)                
Gold Reef Share (cents)(4)                                                      
Net tangible asset value     522.1          178.5         (65.8)                
("NTAV") per Gold Reef                                                          
Share (cents)(4)                                                                
Weighted average number of   275.3          1 095.7                             
Gold Reef Shares                                                                
(millions)(5)                                                                   
Number of Gold Reef Shares   276.9          1 097.0                             
in issue as at 31 December                                                      
2009 (millions)(5)                                                              
Notes:                                                                          
1.  Gold Reef "Before the Proposed Transaction" results were                    
   extracted from the published, reviewed annual results of Gold                
   Reef for the financial year ended 31 December 2009 as                        
released on SENS on 29 March 2010, and published in the South                
   African press on 30 March 2010. These results have been                      
   reviewed by the Company`s auditors                                           
                                                                                
2.  Represents the pro forma financial effects of the Proposed                  
   Transaction, which have 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 reviewed results of Tsogo                 
          for the twelve 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 ( as detailed in the Circular).                
          This results in the fair value adjustment of the                      
          current Tsogo shareholding in Gold Reef being a write-                
down of R102.9 million (after-tax effects), which                     
          adjustment is excluded from headline earnings;                        
                                                                                
   (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 IFRS 3 (revised): Business Combinations, a                
fair value exercise will need to be performed on the                  
          effective date of the Proposed Transaction;                           
                                                                                
   (v)    costs of R42.8 million (after-tax effects), which                     
arise from the No Fault Termination (as defined in the                
          Service Agreements referred to in the Circular) of the                
          Executives` Service Agreements (as detailed in the                    
          Circular), based on the assumption of the No Fault                    
Termination (as defined in the Service Agreements                     
          referred to in the Circular) being on 31 December                     
          2010, and at the Gold Reef pre-cautionary share price                 
          (as detailed in the Circular), which are once-off in                  
nature; and                                                           
                                                                                
   (vi)   transaction costs of R43 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 31 December                 
          2009;                                                                 
                                                                                
   (ii)   a fair value adjustment of the current shareholding of                
Tsogo in Gold Reef, based on the Gold Reef pre-                       
          cautionary share price (as detailed in the Circular).                 
          This results in the fair value adjustment of the                      
          current Tsogo shareholding in Gold Reef being a write-                
down of R102.9 million (after-tax effects), which                     
          adjustment is excluded from headline earnings;                        
                                                                                
   (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 IFRS 3 (revised): Business Combinations, a                
fair value exercise will need to be performed on the                  
          effective date of the Proposed Transaction;                           
                                                                                
   (iv)   costs of R42.8 million (after-tax effects), which                     
arise from the No Fault Termination (as defined in the                
          Service Agreements referred to in the Circular) of the                
          Executives` Service Agreements (as detailed in the                    
          Circular), based on the assumption of the No Fault                    
Termination (as defined in the Service Agreements                     
          referred to in the Circular) being on 31 December                     
          2010, and at the Gold Reef pre-cautionary share price                 
          (as detailed in the Circular), which are once-off in                  
nature;                                                               
                                                                                
   (v)    an increase of 971 014 Gold Reef Shares as a result of                
          the No Fault Termination (as defined in the Service                   
Agreements referred to in the Circular) of the                        
          Executives` Service Agreements (as detailed in the                    
          Circular), arising from the early exercise and vesting                
          of existing options in terms of the Gold Reef Share                   
Scheme, and the settlement of the Executive`s loan                    
          accounts within the Gold Reef Share Scheme; and                       
                                                                                
   (vi)   transaction costs of R43 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 and the                   
   additional Gold Reef Shares (being the 383 333 unvested                      
   and/or 971 014 unexercised share options of the Executives as                
   at 31 December 2009) with respect to the No Fault Termination                
(as defined in the Service Agreements referred to in the                     
   Circular) of the Executives` Service Agreements (as detailed                 
   in the Circular), less the Tsogo Sun Expansion Shares.                       
                                                                                
6.  Excluding the effects of the once-off transaction costs of                  
   R43 million, costs relating to the fair value adjustment of                  
   the current shareholding of Tsogo in Gold Reef of R102.9                     
   million (after-tax effects), and costs relating to the No                    
Fault Termination (as defined in the Service Agreements                      
   referred to in the Circular) of the Executives` Service                      
   Agreements (as detailed in the Circular) of R42.8 million                    
   (after-tax effects), the "After the Proposed Transaction"                    
earnings per Gold Reef Share would be 119.4 cents (8.9%                      
   decline).                                                                    
                                                                                
   Excluding the effects of the once-off transaction costs of                   
R43 million and costs relating to the No Fault Termination                   
   (as defined in the Service Agreements referred to in the                     
   Circular) of the Executives` Service Agreements (as detailed                 
   in the Circular) of R42.8 million (after-tax effects), the                   
"After the Proposed Transaction" headline earnings per Gold                  
   Reef Share would be 119.7 cents (9.2% decline).                              
                                                                                
7.  No effect has been given to the Gold Reef Final Dividend                    
referred to in paragraph 6 of this announcement.                             
5.2  Revised unaudited pro forma financial effects of the Proposed              
    Transaction on Gold Reef Shareholders for the six months                    
    ended 30 June 2009                                                          
The table below sets out the unaudited 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, which differ to     
those disclosed in the detailed terms announcement released on SENS on          
Thursday, 18 February 2010 due to:                                              
*   an increase in the estimated Proposed Transaction costs;                    
*   the settlement of the Executives` Service Agreements (as                    
   detailed in the Circular); and                                               
*   the exclusion of the fair value adjustment to the carrying                  
   value of Tsogo`s current shareholding in Gold Reef from                      
   headline earnings per Gold Reef Share.                                       
                           Before the      After the     %                      
Proposed        Proposed      Change                 
                           Transaction(1)  Transaction(2                        
                                           )                                    
Attributable earnings per   50.9            29.5          (42.0)(6              
Gold Reef Share (cents)(3)                                )                     
Headline earnings per Gold  50.9            38.9          (23.6)(6              
Reef Share (cents)(3)                                     )                     
NAV per Gold Reef Share     856.5           603.0         (29.6)                
(cents)(4)                                                                      
NTAV per Gold Reef Share    428.2           155.7         (63.6)                
(cents)(4)                                                                      
Weighted average number of  274.9           1 095.9                             
Gold Reef Shares                                                                
(millions)(5)                                                                   
Number of Gold Reef Shares  276.9           1 097.0                             
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 South African 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 have 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 reviewed 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(as detailed in the Circular).                   
         This results in the fair value adjustment of the current               
         Tsogo shareholding in Gold Reef being a write-down of                  
R102.9 million (after-tax effects), which adjustment is                
         excluded from headline earnings;                                       
                                                                                
   (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 IFRS 3 (revised): Business Combinations, a fair               
value exercise will need to be performed on the                        
         effective date of the Proposed Transaction;                            
                                                                                
   (v)   costs of R42.8 million (after-tax effects), which arise                
from the No Fault Termination (as defined in the Service               
         Agreements referred to in the Circular) of the                         
         Executives` Service Agreements (as detailed in the                     
         Circular), based on the assumption of the No Fault                     
Termination (as defined in the Service Agreements                      
         referred to in the Circular) being on 31 December 2010,                
         and at the Gold Reef pre-cautionary share price (as                    
         detailed in the Circular), which are once-off in nature;               
and                                                                    
                                                                                
   (vi)  transaction costs of R43 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 (as detailed in the Circular) .                 
         This results in the fair value adjustment of the current               
         Tsogo shareholding in Gold Reef being a write down of                  
         R102.9 million (after-tax effects), which adjustment is                
excluded from headline earnings;                                       
                                                                                
   (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 IFRS 3 (revised): Business Combinations, a fair               
         value exercise will need to be performed on the                        
effective date of the Proposed Transaction;                            
                                                                                
   (iv)  costs of R42.8 million (after-tax effects), which arise                
         from the No Fault Termination (as defined in the Service               
Agreements referred to in the Circular) of the                         
         Executives` Service Agreements (as detailed in the                     
         Circular), based on the assumption of the No Fault                     
         Termination (as defined in the Service Agreements                      
referred to in the Circular) being on 31 December 2010,                
         and at the Gold Reef pre-cautionary share price (as                    
         detailed in the Circular), which are once-off in nature;               
                                                                                
(v)   an increase of 971 014 Gold Reef Shares as a result of                 
         the No Fault Termination (as defined in the Service                    
         Agreements referred to in the Circular) of the                         
         Executives` Service Agreements (as detailed in the                     
Circular), arising from the early exercise and vesting                 
         of existing options in terms of the Gold Reef Share                    
         Scheme, and the settlement of the Executives` loan                     
         accounts within the Gold Reef Share Scheme; and                        

   (vi)  transaction costs of R43 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 and the                      
   additional Gold Reef Shares (being the 1 061 333 unvested                    
and/or 971 014 unexercised share options of the Executives as                
   at 30 June 2009) with respect to the No Fault Termination (as                
   defined in the Service Agreements referred to in the Circular)               
   of the Executives` Service Agreements (as detailed in the                    
Circular), less the Tsogo Sun Expansion Shares.                              
                                                                                
6.  Excluding the effects of the once-off transaction costs of R43              
   million, costs relating to the fair value adjustment of the                  
current shareholding of Tsogo in Gold Reef of R102.9 million                 
   (after-tax effects), and costs relating to the No Fault                      
   Termination (as defined in the Service Agreements referred to                
   in the Circular) of the Executives` Service Agreements (as                   
detailed in the Circular) of R42.8 million (after-tax effects),              
   the "After the Proposed Transaction" earnings per Gold Reef                  
   Share would be 46.7 cents (8.3% decline).                                    
                                                                                
Excluding the effects of the once-off transaction costs of R43               
   million and costs relating to the No Fault Termination (as                   
   defined in the Service Agreements referred to in the Circular)               
   of the Executives` Service Agreements (as detailed in the                    
Circular) of R42.8 million (after-tax effects), the "After the               
   Proposed Transaction" headline earnings per Gold Reef Share                  
   would be 46.7 cents (8.3% decline).                                          
                                                                                
7.  No effect has been given to the Gold Reef Final Dividend                    
   referred to in paragraph 6 of this announcement.                             
6.  Salient dates and times                                                     
                                            2010                                
Circular posted to Gold Reef Shareholders    Saturday, 3 April                  
on                                                                              
Last day to trade in Gold Reef Shares on     Friday, 16 April                   
the JSE to be eligible to participate in                                        
the Gold Reef final dividend                                                    
Last day to lodge objections with the SRP    Monday, 19 April                   
relating to the SRP dispensation                                                
Gold Reef Shares trade "ex" the Gold Reef    Monday, 19 April                   
final dividend on                                                               
Dividend Record Date on                      Friday, 23 April                   
Last day for the receipt of forms of proxy   Friday, 23 April                   
for the General Meeting by 10:00 on                                             
Payment of the Gold Reef final dividend on   Monday, 26 April                   
General Meeting to be held on                Monday, 26 April                   
Results of the General Meeting released on   Monday, 26 April                   
SENS on                                                                         
Results of the General Meeting published in  Wednesday, 28 April                
the South African press on                                                      
Special resolutions lodged for registration  Wednesday, 28 April                
with CIPRO on                                                                   
Notes:                                                                          
1.   All times shown above are South African dates and 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.                       
Further applicable dates will be notified to Gold Reef Shareholders once the    
relevant regulatory approvals have been obtained.                               
7.  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 SRP 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 SRP Code, subject to the Independent Gold     
Reef Shareholders (as detailed in the Circular) approving the Whitewash         
Resolution (as detailed in the Circular) and the SRP considering                
representations (if any) made by interested parties as contemplated below.      
Prior to granting a dispensation in terms of the SRP 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 14 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 Sherborne 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 Independent Gold Reef       
Shareholders (as detailed in the Circular), the SRP will rule on the            
requirement for the mandatory offer.                                            
8.  General meeting of Gold Reef Shareholders                                   
The General Meeting has been convened to be held at 10:00 on Monday, 26 April   
2010 at the Gold Reef City Casino Conference Centre, corner Northern Parkway    
and Data Crescent, Ormonde, Johannesburg, South Africa, to consider and, if     
deemed fit, to pass, with or without modification, the ordinary and special     
resolutions required to implement the Proposed Transaction as set out in the    
notice of general meeting.                                                      
Johannesburg                                                                    
1 April 2010                                                                    
Advisors to Gold Reef                                                           
Financial advisor and Sponsor                                                   
Deutsche Securities (SA) (Proprietary) Limited                                  
Legal adviser                                                                   
Edward Nathan Sonnenbergs Inc                                                   
Independent expert                                                              
Grant Thornton                                                                  
Independent reporting accountants and auditors                                  
PriceWaterhouseCoopers Inc                                                      
Communications advisor                                                          
College Hill                                                                    
Date: 01/04/2010 16:19:01 Produced by the JSE SENS Department.                  
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howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          
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