RMBH - Disposal of interest in Global Resorts SA (
RMBH - Disposal of interest in Global Resorts SA (Pty) Limited
RMB HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/005115/06)
Share code: RMH ISIN: ZAE000024501
(RMBH)
Disposal of interest in Global Resorts SA (Pty) Limited
Introduction
Rand Merchant Bank is authorised to announce that RMBH has agreed to sell
its 48,4% interest in Global Resorts (SA) (Pty) Limited (GRSA) to Platinum
Mile Investments 398 (Pty) Limited (the Purchaser). The Purchaser represents
a consortium backed by Mettalon Corporation Limited and the GRSA executive
management team.
GRSA is a leading participant in the gaming industry in Southern Africa. It
designs, develops and operates multi-faceted casino, hotel and entertainment
facilities and has an interest in three casino resorts, the principal of
which is Caesars Gauteng.
Salient terms of disposal agreement
RMBHs interest in GRSA comprises a 48,4% interest in its ordinary share
capital and a shareholders loan balance of R134,1 million.
In terms of the disposal agreement RMBH will receive:
* a gross cash consideration of R362,1 million for its interest in the
ordinary shares of GRSA. The consideration will be increased by
approximately R0,16 million per day from 1 January 2003 until the
implementation date of the disposal;
* a cash repayment by GRSA of R7,5 million on RMBHs shareholders loan
account; and
* R126,6 million cumulative redeemable convertible A preference shares in
GRSA by capitalising the remainder of RMBH`s shareholders loan account. The
preference shares will have an initial dividend rate of 16,5% per annum and
are redeemable over a period of six years.
RMBH has given the Purchaser normal warranties for a transaction involving
the sale of shares.
The disposal will become effective upon the fulfilment of a number of
conditions precedent, including:
* the provision by the Purchaser of an acceptable bank guarantee to satisfy
the cash consideration;
* approval by the applicable Gaming authorities; and
* the approval of the relevant Competition authorities.
The conditions precedent are expected to be fulfilled during the second
quarter of 2003.
Financial effects of the disposal
The disposal will not have a material effect on RMBHs earnings per share nor
on its net asset value per share.
Further announcement
Shareholders will be informed by way of a further announcement once the
conditions precedent have been fulfilled.
Sandton
11 December 2002
RAND MERCHANT BANK
A division of FirstRand Bank Limited
CORPORATE FINANCE
Merchant Bank & Sponsor
Date: 10/12/2002 05:30:00 PM Produced by the JSE SENS Department
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