| Mon 19 May 2003, 9:46 | | Gold Reef Casino Resorts Limited - Announcement Of |
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Gold Reef Casino Resorts Limited - Announcement Of Odd-Lot Offer
GOLD REEF CASINO RESORTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002108/06)
Share Code: GDF ISIN Code: ZAE 000028338
("GRCR" or "the Company")
ANNOUNCEMENT OF ODD-LOT OFFER
1. Introduction
As at 28 February 2003, there were 259 out of 1 186 registered ordinary
shareholders, being 22% of the total number of ordinary shareholders, who held
fewer than 200 ordinary shares. In total these ordinary shareholders hold
approximately 17 451 ordinary shares, which constitutes 0,01% of the total
number of ordinary shares in issue. In order to reduce the substantial recurring
costs of administration connected with this large number of ordinary
shareholders holding a small number of ordinary shares, the board of directors
of GRCR has proposed the implementation of the odd-lot offer, whereby all
ordinary shareholders who hold, individually, in aggregate fewer than 200
ordinary shares at the close of business on Friday, 4 July 2003, are offered the
opportunity to either:
- purchase sufficient additional ordinary shares from GRCR at the price
equivalent to the weighted average market price at which the company"s ordinary
shares traded on the JSE Securities Exchange South Africa ("JSE") over the 10-
day period prior to 17 June 2003 plus a premium of 3% ("offer price"), to
- increase their odd-lot holdings to 200 ordinary shares; or
- sell their odd-lot holdings to GRCR at the offer price; or
- retain their odd-lot holdings.
Odd-lot holders are advised that the last day to trade in order to participate
in the odd-lot offer will be Friday, 27 June 2003. Any odd-lot holder who sells
a portion of his or her ordinary shares, or acquires additional ordinary shares
on or about 27 June 2003 and whose shareholding remains below 200 ordinary
shares, by 17:00 on Friday, 4 July 2003("record date"), will still be treated as
an odd-lot holder for purposes of the odd-lot offer. If an odd-lot holder
acquires additional ordinary shares by 17:00 on Friday, 27 June 2003, and the
odd-lot holder"s shareholding exceeds 200 ordinary shares as a result of such
acquisition, then the said odd-lot holder will become ineligible to participate
in the odd-lot offer.
The odd-lot offer opens for acceptance on Monday, 19 May 2003 and will close at
16:00 on Friday, 4 July 2003. Transaction costs (including stamp duty or
uncertificated securities tax) in connection with the sale or purchase of the
ordinary shares will be paid by GRCR and not be for the account of the odd-lot
holder.
2. Conditions precedent
The implementation of the odd-lot offer is subject to the fulfilment of the
conditions precedent that the relevant ordinary and special resolutions
contained in the notice of Annual General Meeting are duly passed, and that the
special resolutions are registered by the Registrar of Companies.
3. Compulsory sale of odd-lot holdings
If you are an odd-lot holder and you elect the cash alternative or you do not
make an election, your odd-lot holding will be acquired by GRCR at the offer
price. Any repurchase made by GRCR will be treated as a specific repurchase in
terms of the Listings Requirements
4. Salient dates and times
2003
Election period for the odd-lot offer opens on Monday, 19 May
Forms of proxy for the Annual General Meeting,
the notice for which is included in GRCR"s
2002 Annual Report, to be received
by the transfer secretaries by 10:00 on Tuesday, 17 June
Annual General Meeting of ordinary shareholders
to be held at 10:00 on Thursday, 19 June
Results of Annual General Meeting released
on SENS on Thursday, 19 June
Results of Annual General Meeting published
in the press on Friday, 20 June
Last day to trade in order to participate
in the odd-lot offer on Friday, 27 June
Shares trade ex the odd lot offer on Monday, 30 June
Election period for the odd-lot offer
closes at 12:00 (see note 3) on Friday, 4 July
Form of election or response for the
odd-lot offer to be received by the transfer
secretaries by 12:00 (see note 3) on Friday, 4 July
Record date to determine those ordinary
shareholders entitled to participate in
the odd-lot offer at the close of business on Friday, 4 July
Implementation of the odd-lot offer takes effect
after close of business on Friday, 4 July
New share certificates (if required) posted and
cheques/electronic transfers in respect of
ordinary shareholders holding share certificates
posted/effected against surrender of existing
documents of title, and safe custody accounts
debited/credited and updated at CSDP/broker in
respect of ordinary shareholders holding
dematerialised ordinary shares on Monday, 7 July
Results of the odd-lot offer released on SENS on Monday, 7 July
Results of the odd-lot offer published in the
press on Tuesday, 8 July
Notes:
1. The above dates and times are subject to change. Any changes will be
published in the press and released on SENS.
2. Share certificates may not be dematerialised or rematerialised between
Monday, 30 June 2003 and Friday, 4 July 2003, both dates inclusive.
3. Dematerialised odd-lot holders are required to notify their duly appointed
CSDP or broker of their response to the odd-lot offer in the manner and time
stipulated in the agreement governing the relationship between the odd-lot
holder and his/her CSDP or broker.
5. Financial effects of the odd-lot offer
The odd-lot offer and the potential specific repurchase of ordinary shares by
GRCR will not have any material effect on the earnings and headline earnings per
ordinary share or on the net asset value and net tangible asset value per
ordinary share of GRCR.
6. Annual General Meeting
The Annual General Meeting of ordinary shareholders will be held at 10:00 on
Thursday, 19 June 2003, at which meeting the ordinary and special resolutions
required to implement the odd-lot offer will be proposed for consideration and,
if deemed fit, passed with or without modification.
7. Circular
A circular relating to the odd-lot offer and GRCR"s Annual Report containing a
notice convening the annual general meeting will be posted to GRCR shareholders
today.
Johannesburg
19 May 2003
Investment bank and Sponsor
Nedbank Corporate
Corporate law advisers and consultants
Edward Nathan & Friedland
Attorneys
Werksmans
Date: 19/05/2003 09:00:08 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
