| Tue 17 Dec 2002, 8:49 | | GoldReef - Pro Rata Repurchase Of Goldreef Shares |
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GoldReef - Pro Rata Repurchase Of Goldreef Shares
GOLD REEF CASINO RESORTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002108/06)
(Share code GDF ISIN ZAE000028338)
("GoldReef" or "the company")
PRO RATA REPURCHASE OF GOLDREEF SHARES
1. Introduction
Shareholders are referred to the announcement dated 1 November 2002 in which
they were advised that the proposed pro rata repurchase by GoldReef of 8% of its
issued share capital at R3,00 per share ("pro rata repurchase"), which was first
proposed in the GoldReef results announcement dated 20 March 2002, would proceed
as a result of the decision by a consortium including the controlling
shareholders of the company not to proceed with a potential offer to acquire the
assets and assume the liabilities of GoldReef.
2. Terms of the pro rata repurchase
It is proposed that, subject to the requisite resolutions being passed by
shareholders in general meeting, Aldiss Investments (Proprietary) Limited, a
wholly owned subsidiary of GoldReef, will offer to acquire from shareholders,
pro rata to their shareholding, up to 14 235 346 shares (equivalent to 8,00000
per 100 GoldReef shares comprising 8% of the issued shares, excluding the 35 600
000 GoldReef shares issued to Casinos Austria International GmbH ("CAI") in
terms of the CAI transaction as detailed in the circular sent to GoldReef
shareholders on 13 September 2002) for the pro rata repurchase consideration of
R3,00 per share.
The pro rata repurchase will be funded out of the company`s existing cash
resources and GoldReef`s Board of Directors has satisfied itself as to the
liquidity and solvency of GoldReef for the 12 month period following this
announcement and assuming the pro rata repurchase is accepted in full.
3. Financial effects of the pro rata repurchase
Set out below are the unaudited pro forma financial effects on Gold Reef, based
on the interim financial results of GoldReef for the six months ended 30 June
2002 and on the assumption that the offer had been accepted in full. The
unaudited pro forma financial effects have been prepared for illustrative
purposes only to provide information about how the pro rata repurchase might
have affected GoldReef, had it been effected on 1 January 2002
(earnings/headline earnings per share) and 30 June 2002 (tangible/net asset
value per share) respectively. Because of their nature, the pro forma financial
effects may not give a fair reflection of GoldReef`s financial position nor the
effect on income going forward. The financial information has been adjusted as
described in note 2 below.
Per Gold Reef ordinary Unaudited Pro Chang
share before1 forma e
After2 (%)
Net asset value at 30 345,0 348,8 1,13
June 2002 345,0 348,8 1,13
Net tangible asset value
at 30 June 2002 25,4 27,1 6,73
Headline earnings per
share for the six months 25,4 27,1 6,73
to 30 June 2002
Earnings per share for
the six months to 30 June
2002
Notes:
1. Extracted from the interim financial results of Gold Reef for the six
months ended 30 June 2002.
2. Adjusted to reflect the effect of the pro rata repurchase of 14 235 346
shares at R3,00 per share, totalling R42 706 038, assuming that the pro rata
repurchase had been accepted in full and that the pro rata repurchase
consideration had been discharged from existing cash resources which bore
interest at an after tax rate of 8,925% per annum.
3. The number of GoldReef shares on which earnings and net asset value is
calculated is 199 306 484 shares.
4. Salient dates and times
The salient dates and times relating to the implementation of the pro rata
repurchase are as follows:
2003
Pro rata repurchase opens from commencement 6 January
of trade on Monday
Last day to lodge form of proxy for the 6 January
general meeting by 10:00 on Monday
General meeting held at 10:00 (and results of
general meeting released on SENS) on 8 January
Wednesday
Results of general meeting published in the 9 January
press on Thursday
Last date to trade in order to participate in 24 January
the pro rata repurchase on Friday
Shares trade ex-pro rata repurchase on Monday 27 January
Last day to lodge forms of surrender to 31 January
accept the pro rata repurchase on Friday
Pro rata repurchase closes at 16:00 on (see 31 January
note 3) Friday
Election date by 16:00 on Friday 31 January
Record date to be recorded in the register in
order to participate in the pro rata 31 January
repurchase on Friday
Results of the pro rata repurchase released 3 February
on SENS on Monday
Safe custody accounts held with CSDP or
broker credited and updated in respect of
both the pro rata repurchase and any excess 3 February
tender to dematerialised shareholders on
Monday
Cheques in respect of pro rata repurchase
mailed at the risk of shareholders or cash 3 February
electronically transferred to certificated
shareholders, on Monday
Subject to the acceptance of the directors,
cheques in respect of the excess tender
posted or cash electronically transferred in 3 February
respect of certificated shareholders, from
Monday
Results of pro rata repurchase published in 4 February
the press on Tuesday
Document(s) of title in respect of excess
tender not taken up by GoldReef and/or
balance certificates in respect of the pro
rata offer returned to shareholders 4 February
concerned, by registered mail, at the risk of
such shareholders, on or about Tuesday
Notes:
1. Share certificates may not be dematerialised or rematerialised between
Monday, 27 January 2003 and Friday, 31 January 2003, both days inclusive.
2. The above dates and times are subject to amendment. Any such amendment will
be published in the press and on SENS.
3. Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptances of the pro rata repurchase in the manner and time
stipulated in the agreement governing the relationship between a shareholder and
his/her CSDP or broker.
5. General meeting and further documentation
A circular to GoldReef shareholders convening a general meeting to be held on
Wednesday, 8 January 2003 and providing full details of the pro rata repurchase,
will be posted today.
Johannesburg
17 December 2002
Investment bank and sponsor Attorneys Corporate law advisers and
consultants
Nedcor Investment Bank Limited Werksmans Edward Nathan & Friedland
Date: 17/12/2002 08:00:00 AM Produced by the JSE SENS Department
