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Admiral Leisure World Limited - Detailed Cautionary Announcement
ADMIRAL LEISURE WORLD LIMITED
(REGISTRATION NUMBER 1938/011493/06)
Share code: ADL ISIN: ZAR000010229
(the "Company")
Further to the cautionary announcements published by the Company on 4 March
2002 and 25 March 2002, shareholders are advised that a written agreement
("the Sale Agreement") has been concluded between Rean International
(Proprietary) Limited ("Rean") and Austrian Gaming Industries GMBH, a
company incorporated in Austria ("AGI") relating to the sale by Rean to AGI
of 18 068 854 (Eighteen Million Sixty Eight Thousand Eight Hundred and Fifty
Four) ordinary shares of the Company comprising approximately 51,70% of the
issued ordinary shares in the Company ("the sale shares") at a price of 32
cents (Thirty Two Cents) per share.
The purchase consideration of the sale shares is the sum of R5 782 033 (Five
Million Seven Hundred and Eighty Two Thousand and Thirty Three Rand) which
amount is payable by way of a bank guarantee upon fulfilment of the
conditions referred to below and against delivery by Rean to AGI of the
share certificates in respect of the sale shares in negotiable form.
The Sale Agreement is subject to the following conditions precedent -
The written approval of the sale, to the extent required, by various gaming
boards.
The approval of the sale, to the extent required, by the Exchange Control
Department of the Reserve bank of South Africa.
The approval of the sale, to the extent required, by the JSE Securities
Exchange South Africa.
The approval of the sale, to the extent required, by the Securities
Regulation Panel.
Compliance by the purchaser with the provisions of the Code of the
Securities Regulation Panel in regard to an offer to the minority
shareholders of the Company.
The approval of the sale, to the extent required, by the Competition
Commission in terms of the Competition Act 1998 as amended.
Since the sale relates to more than 35% of the issued shares in the Company,
AGI will be required to make an offer to minority shareholders of the
Company of 32 cents (Thirty Two Cents) per ordinary share in accordance with
the Code of the Securities Regulation Panel. In terms of the Sale
Agreement, AGI is obliged within 10 (Ten) days from the date on which the
Agreement was signed, i.e. 3 May 2002 to deposit with the Company`s
attorneys an amount which in the opinion of the auditors of the Company will
be sufficient for the purpose of an offer to the minority shareholders of
the Company in accordance with the Code of the Securities Regulation Panel
and all costs in respect thereof. In the event that AGI fails to comply
with such provision, Rean has the right to cancel the Sale Agreement
forthwith.
The effect of the proposed offer to minority shareholders of 32 cents
(Thirty Two Cents) per share is the following -
Offer price to minority shareholders 32 cents per ordinary share
Current market price 12 cents per ordinary share
Offer price to minority shareholders 32 cents per ordinary share
Current net asset value per ordinary
Share 20 cents per ordinary share
(Based on audited financial statements as at 31 August 2001)
A circular to the minority shareholders of the Company in accordance with
the Code of the Securities Regulation Panel will be dispatched to minority
shareholders as soon as possible.
Shareholders must continue to exercise caution when dealing in the Company`s
securities pending fulfilment of the conditions precedent to which the Sale
Agreement is subject.
By order of the Board
Rean Wulz
Chairman
Johannesburg
10 May 2002
Attorneys
Werksmans Incorporated
(Registration number 1990/007215/21)
Sponsors
Werksmans Sponsors (Proprietary) Limited
Date: 13/05/2002 02:52:34 PM Produced by the SENS Department
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