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Gold Reef Casino Resorts Limited - Purchase Of A 9.9% Interest In Johnnic
Holdings Limited (`Johnnic`)
Gold Reef Casino Resorts Limited
Incorporated in the Republic of South Africa
(Registration number 1989/002108/06)
(`GRCR`)
Share code : GDF ISIN : ZAE000028338
PURCHASE OF A 9.9% INTEREST IN JOHNNIC HOLDINGS LIMITED (`JOHNNIC`)
Introduction
Shareholders are advised that Gold Reef has purchased 16 499 321 shares or a
9.9% interest in Johnnic, in various open market trades on the JSE Securities
Exchange South Africa (`JSE`) (`the Johnnic share purchase`). The Johnnic
share purchase commenced on 4 April 2005 and the last purchase took place on 18
April 2005. The average price paid for the Johnnic share purchase was R9.46 per
Johnnic share, amounting to a total cash consideration of approximately R156
million. The Johnnic share purchase was funded from Gold Reef`s available cash
resources.
Nature of business of Johnnic
Johnnic is an investment holding company with interests in casinos, exhibitions
and property. Johnnic is listed on the JSE . Johnnic`s casino interests
comprises an effective 28% holding in Suncoast Casino and Entertainment World,
a venture with Tsogo Sun Holdings (Proprietary) Limited (`Tsogo Sun`) and an
effective 19% interest in Tsogo Investment Holdings (Pty) Ltd which has a 51%
interest in Tsogo Sun. The exhibition business is operated through Gallagher
Estate Holdings Limited and the residual property interests are conducted
through Johnnic Properties.
Rationale for the Johnnic share purchase
The Johnnic share purchase affords Gold Reef the opportunity to participate in
quality gaming assets.
Unaudited pro forma financial effects of the Johnnic share purchase
The unaudited pro forma financial effects on Gold Reef`s earnings per share,
headline earnings per share , net asset value per share (`NAV`) and net tangible
asset per share (`TNAV`) which are based on the published audited financial
results for the year ended 31 December 2004 are set out below. These pro forma
financial effects are given for illustrative purposes only and because of their
pro forma nature may not give a fair reflection of Gold Reef`s financial results
and position after the Johnnic share purchase.
Before the After the Percentage
Johnnic Johnnic share change
share purchase
purchase (2)
(1)
Earnings (cents 95.5 90.6 (3) (4.8%)
per share)
Headline 95.2 90.0 (3) (4.8%)
earnings (cents
per share)
NAV (cents per 443,4 443,4 -
share)
TNAV (cents per 443,4 443,4 -
share)
Notes:
1. Based on the published audited results of Gold Reef for the year ended 31
December 2004.
2. Based on the assumption that the Johnnic share purchase was effected on 1
January 2004 for income statement purposes and 31 December 2004 for balance
sheet purposes.
3. An adjustment has been made to take into the after tax interest that would
have been received on the Johnnic share purchase consideration at average
deposit rates applicable during the period 1 January 2004 and 31 December 2004.
Categorisation of the Johnnic share purchase
The Johnnic share purchase is a Category 3 transaction as defined in terms of
Section 9.5 (a) of the Listings Requirements of the JSE.
Johannesburg
26 April 2005
Transaction sponsor Sponsor
ABSA Corporate & Merchant Bank Nedbank Capital
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