| Tue 4 Jan 2011, 15:56 | | QHL - Queensgate Hotels And Leisure Limited - Update of detailed cautionary |
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QHL
QHL
QHL - Queensgate Hotels And Leisure Limited - Update of detailed cautionary
announcement
QUEENSGATE HOTELS AND LEISURE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/013649/06)
Share code: QHL ISIN Code: ZAE000113718
("Queensgate" or "the company")
UPDATE OF DETAILED CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Following the detailed cautionary announcement dated 22 November 2010 regarding
the details of the Heads of Agreement which was signed between the Company and
Realcor Holdings (Proprietary) Limited ("Realcor"), whereby Realcor will sell
its business as a going concern to the Company for a purchase consideration of
R1.207 billion and whereby the purchase consideration will be settled through
the issue of shares in Queensgate which will result in a dilution of 92% for
existing shareholders, shareholders are advised that the following amendments to
the terms have been made to the above mentioned Heads of Agreement:
- The Trustess for the time being of the Deonette Trust, that presently hold
100% of the shares in the issued share capital of Realcor will be the new
entity to transact with the Company;
- The Deonette Trust also has claims against Realcor;
- The Deonette Trust wishes to procure the listing of Realcor and its
business on the Aletrnative Exchange;
- In order to give effect to the listing as mentioned in the above point, the
Deonette Trust intends to transfer all its sale shares and claims to
Queensgate in exchange for the issue by Queensgate to it of xxxx ordinary
shares;
The following amendments were made to the conditions precedent to which the
transaction is subject:
By 10 December 2010 and not 28 February 2011 as stated in the previous SENS
announcement:
- The Deonette Trust conducts a comprehensive legal and financial due
diligence investigation into the affairs of Queensgate;
- Queensgate conducts a comprehensive legal and financial due diligence
investigation into the affairs of Realcor;
- Queensgate and Realcor conclude a comprehensive agreement containing normal
warranties for a transaction of this nature and the following specific
terms:
- Following the implementation of the listing, the Deonette Trust will
hold no less than 90% of the total issued share capital of Queensgate;
- Following the implementation of the listing, current Queensgate
shareholders will hold no less than 8% of the total issued share
capital of Queensgate;
- Following the implementation of the listing, no less than 1% of the
total issued share capital of Queensgate, shall be held in escrow, to
be distributed at the sole election of Realcor;
- Following the implementation of the listing, DC Liquid Capital Close
Corporation (or its nominee) will hold no less than 1% of the total
issued share capital of Queensgate;
By 28 February 2010 instead of 03 December 2010 as previously stated:
- The trustees of the Trust by unanimous resolution adopt and ratify the
transaction;
- The requisite majority of the shareholders of Queensgate have in terms of
the Companies Act, JSE Limited and any other relevant regulatory
authorities requirements, approve the transaction;
- Shareholder approval of Queensgate shareholders by the requisite majority;
- Approval of Realcor`s business plan by the Alternative Exchange Advisory
Committee;
- Competition Authorities, Securities Regulations Panel and JSE Limited
approval (if required);
- Written agreements to be concluded between Queensgate and its` creditors -
accepting the settlement arrangements undertaken by Realcor in respect of
the Queensgate creditors;
- Realcor to present a bank guarantee for the cash to be advanced by Realcor
to Queensgate in respect of the part settlement of Queensgate`s creditors.
The purchase consideration of R1.207 billion will be calculated in the value of
the assets of the business as at 20 October 2010 as well as the profit
warranties and incentives undertaken and achieved by Realcor, and will not
include the liabilities and overheads of Queensgate as previously announced.
Shareholders are reminded that the implementation of the proposed acquisition
will result in a reverse takeover of Queensgate, a change in control and the
intended reconstitution of the board of directors. The JSE Listings
Requirements stipulate that the Company can only retain its listing following
the reverse listing if the JSE is satisfied that the Company continues to
qualify to be listed. Realcor will be making an application for listing to the
Alternative Exchange Advisory Committee.
PRO FORMA FINANCIAL EFFECTS
(SHOULD WE INCLUDE THESE?)
Johannesburg
08 December 2010
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Date: 04/01/2011 15:56:01 Produced by the JSE SENS Department.
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