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GoldReef - CAI Acquisition Announcement And Further Cautionary
Announcement
GOLD REEF CASINO RESORTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002108/06)
(Share code GDF ISIN ZAE000028338)
("GoldReef")
CAI ACQUISITION ANNOUNCEMENT AND FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the Casinos Austria International GmbH
("CAI") acquisition announcement dated 7 March 2002 ("CAI acquisition")
and subsequent cautionary announcements. As detailed in the CAI
acquisition announcement the acquisition by GoldReef of CAI`s South
African casino assets and the specific issue of shares for cash to CAI
were subject to the fulfilment of certain conditions precedent,
including approval by the relevant gaming authorities. Shareholders are
advised that all the conditions precedent to the CAI acquisition have
been fulfilled other than:
the approval of the competition commission to the extent required; and
the approval of the specific issue of shares for cash by GoldReef
shareholders in accordance with the JSE Securities Exchange South
Africa`s listing requirements ("JSE Listing Requirements").
A circular detailing the CAI acquisition and the specific issue of
shares for cash and a notice of a general meeting of shareholders to
consider the specific issue of shares for cash will be posted to
shareholders on or about 12 September 2002.
GoldReef has been notified that a consortium including the controlling
shareholders of GoldReef ("the consortium") is contemplating making an
offer to acquire the assets and assume the liabilities of GoldReef for a
consideration equivalent to R3,25 per share ("the acquisition
consideration") on or about 31 October 2002 ("potential transaction").
Transaction costs and secondary taxation on companies on the
distribution of the acquisition consideration, estimated at 5 cents per
share, would result in an effective take-out consideration of
approximately R3,20 per share.
As GoldReef has been notified of the potential transaction which would
have a material effect on the GoldReef share price if successfully
concluded, GoldReef shareholders are advised to exercise caution when
dealing in GoldReef shares until a further announcement is made.
GoldReef may not, in terms of the JSE Listing Requirements, proceed with
the pro rata share repurchase of 8% of its issued share capital at R3,00
per share ("repurchase") proposed in the GoldReef results announcement
dated 20 March 2002 while it is trading under cautionary. The
repurchase has been placed on hold until on or about 31 October 2002 by
which stage the consortium has agreed to give an indication as to
whether or not the potential transaction is likely to be proposed. If
GoldReef is informed that the consortium will not be pursuing the
potential transaction or if the potential transaction is proposed and
not accepted, the repurchase will be effected.
Johannesburg
3 September 2002
Investment bank Attorneys Corporate law
and sponsor advisers and
consultants
Werksmans
Nedcor Investment ENF
Bank Limited
Date: 03/09/2002 05:00:00 PM Produced by the JSE SENS Department
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