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RMB HOLDINGS LIMITED - 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
DISPOSAL OF INTEREST IN GLOBAL RESORTS (SA) (PTY) LIMITED
1. Introduction
Rand Merchant Bank is authorised to announce that RMB Holdings Limited
("RMBH") has reached agreement to dispose of its 48,4% interest in Global
Resorts (SA) (Pty) Limited ("GRSA") for an effective sale consideration of R527
million ("the disposal").
RMBH"s interest in GRSA will be acquired by a consortium ("the consortium")
comprising Allan Gray Limited, Coronation Fund Managers (Proprietary) Limited,
RMB Asset Management (Proprietary) Limited, all acting on behalf of clients, as
well as The Standard Bank of South Africa Limited, Grant Thornton Capital
(Proprietary) Limited and the members of management of GRSA.
2. Rationale for the disposal
RMBH has been the lead investor in GRSA since its creation some ten years ago.
In this period GRSA has designed, developed and successfully brought into
operation three multi-faceted casino, hotel and entertainment facilities, the
principal of which is Caesars Gauteng. It is now a leading participant in the
gaming industry in Southern Africa.
GRSA is about to enter a renewed growth and expansion phase, requiring a
different investment profile. Consequently, RMBH believes that its role as the
provider of the initial risk capital has now come to an end and that it is
appropriate to realise its investment.
3. Salient terms of disposal agreement
In terms of the disposal agreement, RMBH will dispose of its full 48,4%
interest in the ordinary shares of GRSA and its full shareholders" loan balance
for an effective sale consideration of R527 million. The disposal consideration
will be escalated by 9% per annum from 1 January 2004 until the date of payment,
anticipated to be during the second quarter of 2004.
RMBH has given the consortium normal warranties for a transaction involving
the sale of shares.
4. Condition precedent
The disposal will become effective upon the fulfilment of certain conditions
precedent ("the conditions precedent"), including the:
- approval by the applicable Gaming authorities; and
- approval of the relevant Competition authorities.
The conditions precedent are expected to be fulfilled early in the second
quarter of 2004.
5. Financial effects of the disposal
The disposal will not have a material effect on RMBH"s headline earnings per
share nor on its net tangible asset value per share.
6. Further announcement
Shareholders will be informed by way of a further announcement once the
conditions precedent have been fulfilled.
Sandton
3 February 2004
Merchant bank and sponsor to RMBH
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate Finance
Legal adviser to RMBH
Cliffe Dekker
Date: 04/02/2004 07:50:02 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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