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Fri 9 Mar 2007, 14:08 Gold Reef - Restructure of Gold Reef and Cautionar
GDF
 GDF                                                                             
Gold Reef - Restructure of Gold Reef and Cautionary Announcement                
Gold Reef Resorts Limited                                                       
Incorporated in the Republic of South Africa                                    
(Registration number 1989/002108/06)                                            
Share code: GDF     ISIN: ZAE000028338                                          
("Gold Reef" or "the company")                                                  
Restructure of Gold Reef and Cautionary Announcement                            

1.   INTRODUCTION                                                               
  Further to the cautionary announcements issued by Gold Reef on 27             
  December 2006 and 7 February 2007, whereby shareholders were                  
advised that Gold Reef had entered into discussions that, if                  
  successfully concluded, may have an effect on the price of Gold               
  Reef`s securities, shareholders are now advised that Gold Reef has            
  successfully concluded negotiations with its Black Economic                   
Empowerment partners (excluding the BEE partners of Garden Route              
  Casino (Proprietary) Limited, WidgeTrade 205 (Proprietary)                    
  Limited) ("BEE shareholders") to exchange the BEE interests in                
  Gold Reef`s individual casinos for Gold Reef shares.  This will               
result in Gold Reef acquiring the remaining shareholding in its               
  subsidiaries from the following BEE shareholders:                             
                                                                                
     -     BBE shareholders (as detailed in paragraph 1.1.1 below) of           
Akani  Leisure  Investments (Proprietary) Limited ("ALI")  (`the           
     ALI acquisition");                                                         
     -     BEE shareholders (as detailed in paragraph 1.2.1 below) of           
     Akani   Leisure  (Silverstar  Holdings)  (Proprietary)   Limited           
("ALSH") (`the ALSH acquisition");                                         
     -     BEE shareholders (as detailed in paragraph 1.3.1 below) of           
     Akani   Leisure   Investment  Casino  Management   (Proprietary)           
     Limited ("ALICM") (`the ALICM acquisition");                               
-     BEE shareholders (as detailed in paragraph 1.4.1 below) of           
     Akani   Leisure   Msunduzi  Investments  (Proprietary)   Limited           
     ("ALMI") ("the ALMI acquisition");                                         
     -     BEE shareholders (as detailed in paragraph 1.5.1 below) of           
Akani   Leisure  Goldfields  Investments  (Proprietary)  Limited           
     ("ALGI") (`the ALGI acquisition");                                         
     -      Reygrande   Investment  Holdings  (Proprietary)   Limited           
     ("Reygrande") (`the West Coast Leisure acquisition");                      
-     Satara  Trading  (Proprietary)  Limited  ("Satara")  ("the           
     Satara acquisition")                                                       
  These acquisitions will in aggregate be referred to as the                    
  Proposed Share Exchange and will be effective 1 January 2007.                 

    In  addition  to  the  above, in order to achieve  a  minimum  of           
    25.10% black empowerment direct economic shareholding, Gold  Reef           
    will  issue  a further 14 000 000 shares for cash to  the  Top-up           
BEE  participants (listed below) at R20.50 per share ("the Top-up           
    Transaction").   In  terms  of the JSE Limited  ("JSE")  Listings           
    Requirements,  this  is a specific issue of shares  for  cash  to           
    related  parties, as certain Top-up BEE participants are material           
BEE shareholders in Gold Reef`s subsidiaries.                               
                                                                                
                                                                                
                                                                                
Number of shares to           
                                                            be issued           
     Top-up BEE participants                                                    
     Saddle  Path Prop 20 (Proprietary) Limited             6 572 917           
("SPP")                                                                    
     Platoon  Trade and Invest 15 (Proprietary)             2 528 915           
     Limited ("Platoon Trade");                                                 
     Y Investments Limited ("YIN");                            55 000           
Xau Investments CC ("XAU")                                35 228           
     YWCA Dube Charitable Trust ("YWCA")                        7 560           
     Mary Jantjies Family Trust ("MJFT")                       65 084           
     Newshelf    698   (Proprietary)    Limited             2 500 000           
("Newshelf 698")                                                           
     Black  Management Forum Investment Company             1 942 796           
     Limited ("BMF")                                                            
     Izulu    Gaming   (Proprietary)    Limited               292 500           
("Izulu")                                                                  
                                                           14 000 000           
                                                                                
1.1  The ALI acquisition                                                        

1.1.1     Nature of business of ALI                                             
                                                                                
    ALI  holds  a  direct  and economic interest  of  50.00%  in  the           
ordinary  share  capital  of  Akani Egoli  (Proprietary)  Limited           
    ("Akani  Egoli") which operates Gold Reef City Casino  and  Theme           
    Park in Gauteng.                                                            
                                                                                
Gold  Reef holds a direct and economic interest of 50.00% in  the           
    ordinary  share  capital of Akani Egoli and a 49.97%  direct  and           
    economic  interest in ALI. The remaining 50.03% of  ALI  is  held           
    indirectly by the ALI BEE shareholders. This results in  the  ALI           
BEE  shareholders  holding an indirect and economic  interest  of           
    25.02% in Akani Egoli.                                                      
                                                                                
                                                                                

    The ALI BEE shareholders comprise:                                          
       -    SPP;                                                                
       -    Platoon Trade;                                                      
-    YIN                                                                 
       -    G7 Investments Holdings (Proprietary) Limited;                      
       -    MJFT;                                                               
       -    XAU;                                                                
-    YWCA;                                                               
       -    Newshelf 698;                                                       
       -    BMF                                                                 
       -     Prime  Portfolio Investments "A" (Proprietary)  Limited;           
and                                                                      
       -    Newshelf 800 (Proprietary) Limited.                                 
                                                                                
1.1.2     Details of the ALI acquisition                                        

    Gold  Reef will acquire the remaining 50.03% interest in ALI from           
    the  ALI BEE shareholders for approximately R384.8 million.   The           
    effect of the ALI acquisition is that Gold Reef will:                       

       -     have  a direct and economic interest of 100.00%  in  ALI           
       and consequently Akani Egoli;                                            
                                                                                
The  ALI  acquisition will be settled by the issue of 16 881  426           
    shares  in  Gold  Reef  and  R64.1  million  in  cash.  The  cash           
    component  will  be  used by the ALI BEE shareholders  to  settle           
    various  taxes  arising  from  the  ALI  acquisition,  to  redeem           
cumulative redeemable preference shares issued to Gold  Reef  and           
    to  settle  outstanding  dividends on the  cumulative  redeemable           
    preference  shares  ("Outstanding ALI  BEE  preference  shares").           
    The  redemption  of the preference shares and the  settlement  of           
the outstanding dividends amounts to R64.2 million in aggregate.            
                                                                                
    The  ALI  acquisition is conditional upon the  approvals  of  the           
    Gauteng Gambling Board and the Competition Commission.                      

                                                                                
1.2  The ALSH acquisition                                                       
                                                                                
1.2.1     Nature of business of ALSH                                            
                                                                                
    Gold  Reef holds a direct and economic interest of 50.00% in  the           
    ordinary  share  capital  of  Silver  Star  Development   Limited           
("Silverstar") which is the holder of the casino license  in  the           
    West  Rand  region  of Gauteng.  This casino is  currently  under           
    construction.                                                               
                                                                                
ALSH holds the remaining 50.00% in Silverstar.  The ALI BEE                
     shareholders, as described in the ALI acquisition, and Saffon              
     Balm Trading 29 (Proprietary) Limited ("Saffron"), hold an                 
     indirect and economic interest of 100.00% in ALSH.                         

1.2.2     Details of the ALSH acquisition                                       
                                                                                
    Gold  Reef will acquire 100.00% of the economic interest in  ALSH           
from  the  ALI  BEE  shareholders and Saffron  for  approximately           
    R519.2 million.  The effect of the ALSH acquisition is that  Gold           
    Reef will:                                                                  
                                                                                
-     have  a direct and economic interest of 100.00% in  ALSH           
       and consequently Silverstar; and                                         
       -     assume  external debt of R91.8 million,  which  will  be           
       immediately  repaid  by  Gold Reef, following  the  successful           
implementation of the Proposed Share Exchange.                           
                                                                                
    The  ALSH acquisition will be settled by the issue of 27 323  575           
    shares in Gold Reef.                                                        

    The  ALSH  acquisition is conditional upon the approvals  of  the           
    Gauteng Gambling Board and the Competition Commission.                      
                                                                                

1.3  The ALICM acquisition                                                      
                                                                                
1.3.1     Nature of business of ALICM                                           

    ALICM holds a 25.00% economic interest in the Akani Egoli                   
    management contract ("Akani Egoli Contract"), whereby Akani                 
    Egoli pays management fees for the management of its casino                 
operations.                                                                 
                                                                                
    Gold Reef Management (Proprietary) Limited ("GRM"), a wholly-               
    owned subsidiary of Gold Reef, holds the remaining 75.00%                   
economic interest in the Akani Egoli Contract.                              
                                                                                
1.3.2     Details of the ALICM  acquisition                                     
                                                                                
Gold  Reef  will  acquire  100.00% of  the  direct  and  economic           
    interest   in  ALICM  from  certain  ALI  BEE  shareholders   for           
    approximately R30.7million.  The effect of the ALICM  acquisition           
    is that Gold Reef will:                                                     

       -     have  a  100.00% economic interest in  the  Akani  Egoli           
       Contract                                                                 
                                                                                

    The  ALICM acquisition will be settled by the issue of 1 570  361           
    shares  in Gold Reef and R0.9 million in cash. The cash component           
    will  be used by the ALI BEE shareholders to settle various taxes           
arising from the ALICM acquisition.                                         
                                                                                
    The  ALICM acquisition is conditional upon the approvals  of  the           
    Gauteng Gambling Board and the Competition Commission.                      

1.4  The ALMI acquisition                                                       
                                                                                
1.4.1     Nature of business of ALMI                                            

    ALMI  holds  a  direct interest of 50.00% and a  15.00%  economic           
    interest   in   Akani  Msunduzi  (Proprietary)  Limited   ("Akani           
    Msunduzi")    which    operates   Golden    Horse    Casino    in           
Pietermaritzburg.                                                           
                                                                                
    Gold Reef holds a direct interest of 50.00% and an 85.00%                   
    economic interest in Akani Msunduzi through its direct interest             
plus participating preference shares in ALMI ("ALMI preference              
    shares") which entitles it to 70.00% of ALMI`s equity                       
    participation in Akani Msunduzi.                                            
                                                                                
The ALMI BEE shareholders comprise:                                         
       -    BMF;                                                                
       -    Siyimbumba Investment (Proprietary) Limited;                        
       -    Eglin Investments No 30 (Proprietary) Limited ("Eglin");            
-      Akani   Msunduzi   Management   (Proprietary)   Limited           
       ("AMM")1;                                                                
       -    Isimfonyo Investments (Proprietary) Limited;                        
       -    Pedestal Investments (Proprietary) Limited;                         
-    Philisizwe Investments (Proprietary) Limited;                       
       -    Phinda Investments (Proprietary) Limited;                           
       -    Rock Investments (Proprietary) Limited;                             
       -    Siyanda Co-Operative Limited;                                       
-    Siyangena Investments (Proprietary) Limited;                        
       -    Umnotho Wamangwane (Proprietary) Limited;                           
       -    YIN;                                                                
       -    Grey Jade Trade and Invest 77 (Proprietary) Limited;                
-    Grey Jade Trade and Invest 86 (Proprietary) Limited;                
       -    Firm Edge Investments (Proprietary) Limited); and                   
       -      Loophole   Trading  and  Investment  38   (Proprietary)           
       Limited.                                                                 

1.4.2     Details of the ALMI acquisition                                       
                                                                                
    Gold Reef will acquire 100% of the ordinary share capital in                
ALMI from the ALMI BEE shareholders, for approximately R105.8               
    million. The effect of the ALMI acquisition is that Gold Reef               
    will:                                                                       
                                                                                
-     have  a direct and economic interest of 100.00% in  ALMI           
       and consequently Akani Msunduzi.                                         
                                                                                
    The ALMI acquisition will be settled by the issue of 5 122 112              
shares in Gold Reef and R8.4 million in cash. The cash component            
    will be used by certain ALMI BEE shareholders to settle the                 
    Outstanding ALI BEE preference shares, referred to in 1.1.2                 
    above.  After the implementation of the ALMI acquisition the                
ALMI preference shares will be redeemed.                                    
                                                                                
    The ALMI acquisition is conditional upon the approvals of the               
    Kwa-Zulu Natal Gambling Board and the Competition Commission.               

1.5  The ALGI acquisition                                                       
                                                                                
1.5.1     Nature of business of ALGI                                            

    ALGI  holds  a  direct interest of 40.00% and a  12.00%  economic           
    interest   in   Goldfields   Casino  and   Entertainment   Centre           
    (Proprietary)   Limited  ("Goldfields  Casino")  which   operates           
Goldfields Casino in the Free State.                                        
                                                                                
    Gold Reef holds a direct interest of 10.00%, an indirect                    
    interest of 50.00% through Tanglepark Trading (Proprietary)                 
Limited, a wholly-owned subsidiary of Gold Reef, and an 88.00%              
    economic interest in Goldfields Casino through its direct and               
    indirect interests plus participating preference shares in ALGI             
    ("ALGI preference shares") which entitles it to 70.00% of ALGI`s            
equity participation in Goldfields Casino.                                  
                                                                                
    The ALGI BEE shareholders comprise:                                         
       -    Selang-Mabele Investments Company (Proprietary) Limited;            
-    Izulu;                                                              
       -    YIN;                                                                
       -    Eglin;                                                              
       -    Trema Investments (Proprietary) Limited;                            
-    Dual Intake Investments 48 (Proprietary) Limited;                   
       -    Heritage; and                                                       
       -    Lebohang Foreisitata Trust.                                         
                                                                                
1.5.2     Details of the ALGI acquisition                                       
                                                                                
    Gold Reef will acquire 100% of the ordinary share capital in                
    ALGI from the ALGI BEE shareholders, for approximately R29.1                
million. The effect of the ALGI acquisition is that Gold Reef               
    will:                                                                       
                                                                                
       -     have  a direct and economic interest of 100.00% in  ALGI           
and consequently Goldfields Casino.                                      
                                                                                
    The ALGI acquisition will be settled by the issue of 1 358 174              
    shares in Gold Reef and R3.3 million in cash. The cash component            
will be used by certain ALGI BEE shareholders to settle the                 
    Outstanding ALI BEE preference shares, referred to in 1.1.2                 
    above.  After the implementation of the ALGI acquisition the                
    ALGI preference shares will be redeemed.                                    

    The ALGI acquisition is conditional upon the approvals of the               
    Free State Gambling and Racing Board and the Competition                    
    Commission.                                                                 

                                                                                
1.6  The West Coast Leisure acquisition                                         
                                                                                
1.6.1     Nature of business of West Coast Leisure                              
                                                                                
    Reygrande holds a direct and economic interest of 10.00% in West            
    Coast Leisure (Proprietary) Limited ("West Coast Leisure") which            
operates Casino Mykonos in the Western Cape.                                
                                                                                
    Gold Reef holds a direct and economic interest of 60.40% in West            
    Coast Leisure.                                                              

    Club Mykonos Langebaan Limited ("CML") holds the remaining                  
    direct and economic interest of 29.60% in West Coast Leisure.               
                                                                                
1.6.2     Details of the West Coast Leisure acquisition                         
    Gold Reef will acquire the 10.00% direct and economic interest              
    in West Coast Leisure from Reygrande for approximately R42.8                
    million. The effect of the West Coast Leisure acquisition is                
that:                                                                       
                                                                                
       -     Gold  Reef  will have a direct and economic interest  of           
       70.40%; and                                                              
-     CML  will have a direct and economic interest of  29.60%           
       in West Coast Leisure.                                                   
                                                                                
    The West Coast Leisure acquisition will be settled by the issue             
of 2 250 764 shares in Gold Reef.                                           
                                                                                
    The West Coast Leisure acquisition is conditional upon the                  
    approvals of the Western Cape Gambling and Racing Board and the             
Competition Commission.                                                     
                                                                                
                                                                                
1.7  The Satara acquisition                                                     

1.7.1     Nature of business of Satara                                          
                                                                                
    Satara holds a 30.00% economic interest in the Goldfields Casino            
management contract ("Goldfields Contract"), whereby Goldfields             
    Casino pays management fees for the management of its casino                
    operations.                                                                 
                                                                                
GRM, a wholly-owned subsidiary of Gold Reef, holds the remaining            
    70.00% economic interest in the Goldfields Contract.                        
                                                                                
1.7.2     Details of the Satara acquisition                                     
GRM  will acquire the remaining 30.00% economic interest  in  the           
    Goldfields Contract from Satara for approximately R13.3  million.           
    The effect of the Satara acquisition is that Gold Reef will:                
                                                                                
-     through  GRM,  have a 100.00% economic interest  in  the           
       Goldfields Contract.                                                     
                                                                                
    The Satara acquisition will be settled by the issue of 700 000              
shares in Gold Reef.                                                        
                                                                                
    The Satara acquisition is conditional upon the approvals of the             
    Free State Gambling and Racing Board and the Competition                    
Commission.                                                                 
                                                                                
                                                                                
1.8  The Top-up Transaction                                                     
Gold  Reef  will issue 14 000 000 Gold Reef ordinary  shares  for           
    cash  to  the  Top-up BEE participants at R20.50 per  share.   In           
    terms  of the JSE Listings Requirements, this is a specific issue           
    of  shares  for  cash  to  related  parties  as  the  Top-up  BEE           
participants  are  material  BEE  shareholders  in  Gold   Reef`s           
    subsidiaries.                                                               
                                                                                
    A  portion of the proceeds from the issue of shares for cash will           
be  utilised for the cash component of the consideration paid  in           
    the Proposed Share Exchange and related expenses.                           
2.   RATIONALE                                                                  
                                                                                
The Proposed Share Exchange is in line with Gold Reef`s objective             
  of consolidating its gaming platform by increasing its exposure to            
  its existing operations. Gold Reef is of the view that the                    
  Proposed Share Exchange will create long-term financial benefits              
for its shareholders.                                                         
                                                                                
  Gold Reef`s intention is to increase the BEE direct and economic              
  interest in Gold Reef to a minimum of 25.10%, thus satisfying an              
important component of the Code of Good Practice issued by the                
  Department of Trade and Industry on broad-based BEE and complying             
  with the Gaming Board`s recommendations on BEE. The Proposed Share            
  Exchange will result in a BEE direct and economic interest in Gold            
Reef of 21.30%. The Top - up Transaction is required to attain the            
  intended 25.10% target.                                                       
                                                                                
3.   VOTING POOL AGREEMENT                                                      
In order to, inter alia, ensure that the aforesaid 25.10% target              
  is maintained, a Voting Pool Agreement will be concluded between              
  the BEE shareholders and Gold Reef (the "Voting Pool Agreement")              
  whereby the BEE shareholders cannot dispose of their shareholding             
for three years and thereafter only to previously disadvantaged               
  individuals and/or with the approval of the relevant Gambling                 
  Boards .                                                                      
                                                                                
4.   DIRECTORS                                                                  
                                                                                
  Gold  Reef  is  committed to Black Economic Empowerment  throughout           
  the  entire  Group  and not only at shareholder level.   Therefore,           
following  the  successful implementation  of  the  Proposed  Share           
  Exchange and the Top-up Transaction, the following appointments  to           
  the board will be made:                                                       
                                                                                
4.1   Bongani  Biyela (34) Executive Director of Strategy and Business          
  Development                                                                   
  Bongani obtained the Higher Diploma in Marketing Management (Natal            
  Tech), Management Advance Program - MAP3 (Wits Business School)               
and is currently studying a Bachelor of Business Administration               
  (Midrand University).                                                         
                                                                                
  He has ten years experience in the gaming industry, including                 
nearly four years as General Manager of Gold Reef City Casino, and            
  holds non-executive directorships in a number of private                      
  companies.                                                                    
4.2  Richard Moloko (42) Non-executive                                          
Richard  obtained  a  Bachelor  of  Procureas  (University  of  the           
  North),  LLM in International Law (Harvard University),  LLB  (Wits           
  University) and an HDip Tax (Wits University).                                
                                                                                
He has nine years experience in the gaming industry after joining             
  Akani Egoli in 1998, holds non-executive directorships in a number            
  of private companies and is Chairperson of the Umsobomvu Youth                
  Fund.                                                                         

4.3  Patrick September (64) Non-executive                                       
  Patrick  holds  a B.Sc (Hons) (University of London)  and  an  M.Sc           
  (University of London).                                                       

  He has six years experience in the gaming industry after joining              
  Akani Msunduzi in 2001. He holds non-executive directorships in a             
  number of private companies and is Chairperson of Business against            
Crime in Kwa-Zulu Natal.                                                      
                                                                                
  Subsequent  to the above appointments, 25.00% of Gold Reef`s  board           
  members will be previously disadvantaged individuals.                         

                                                                                
                                                                                
5.   RELATED PARTY TRANSACTION                                                  
In terms of section 10 of the JSE Listings Requirements the                   
  various transactions forming part of the Proposed Share Exchange              
  are regarded as related party transactions as the BEE shareholders            
  are material shareholders in Gold Reef`s subsidiaries.   The ALI,             
ALSH and ALICM transactions have been aggregated for                          
  categorisation purposes, due to common shareholders and this is,              
  as a result, a category 2 transaction.  The JSE has ruled that                
  Gold Reef must obtain one overall fair and reasonable opinion for             
the Proposed Share Exchange and three individual fair and                     
  reasonable opinions for the acquisitions that make up the category            
  2 transaction.  The financial effects of the Proposed Share                   
  Exchange are shown collectively, and not on an individual                     
transaction basis.                                                            
                                                                                
  The Top-up Transaction is a specific issue of shares for cash to              
  related parties as certain Top-up BEE participants are currently              
material shareholders in Gold Reef`s subsidiaries which are the               
  subject of the proposed share exchange.  As a result the issue is             
  subject to a fair and reasonable opinion and shareholder approval             
  being obtained.                                                               

6.   OPINIONS AND RECOMMENDATIONS                                               
                                                                                
  The board of directors of Gold Reef, in accordance with the JSE               
Listings Requirements, has appointed Grant Thornton and Merchant              
  Sponsors (Proprietary) Limited ("GT") as an independent expert to             
  the Gold Reef board to furnish opinions in relation to the terms              
  and conditions of the Proposed Share Exchange, the terms and                  
conditions of the ALI, ALSH and ALICM acquisitions and the                    
  specific issue of shares for cash to the Top-up BEE participants.             
                                                                                
  GT will consider the terms and conditions of the Proposed Share               
Exchange, the ALI acquisition, the ALSH acquisition, the ALICM                
  acquisition and the specific issue of shares for cash to the Top-             
  up BEE participants and will opine on whether these transactions              
  are fair and reasonable to shareholders. Their opinions will be               
contained in a circular to Gold Reef shareholders.                            
                                                                                
7.    CONDITIONS PRECEDENT TO THE PROPOSED SHARE EXCHANGE  AND  TOP-UP          
  TRANSACTION                                                                   

  The Proposed Share Exchange is subject to, inter alia, the                    
  following conditions precedent:                                               
                                                                                
7.1  the Voting Pool Agreement becoming unconditional (Gold Reef being        
        entitled to waive such requirement);                                    
                                                                                
  7.2  the receipt of all regulatory approvals (to the extent they are          
required),  potentially being the approval of the Competition           
        Commission, the approval of the relevant Gambling Boards, the approval  
        of the JSE and the approval of the Securities Regulation Panel on       
        Takeovers and Mergers;                                                  

  7.3  Gold Reef obtaining shareholder approval for the Proposed Share          
        Exchange.                                                               
                                                                                
The Top-up Transaction is subject to, inter alia, the following               
  conditions precedent:                                                         
                                                                                
  7.4  Gold  Reef  obtaining  shareholder  approval  for  the  Top-up           
Transaction; and                                                        
                                                                                
  7.5  the fulfilment of the conditions precedent in the Proposed Share         
        Exchange.                                                               

  The  agreements  giving effect to the Proposed Share  Exchange  and           
  the  Top-up  Transaction, contain warranties which  are  considered           
  normal for transactions of this kind.                                         

8.   PRO FORMA FINANCIAL EFFECTS                                                
  The unaudited pro forma financial effects of the Proposed Share               
  Exchange and Top-up Transaction on Gold Reef`s earnings per share             
("EPS"), headline earnings per share ("HEPS"), normalised earnings            
  per share, ("NEPS"), net asset value per share ("NAV") and                    
  tangible net asset value per share ("TNAV") are set out below.                
  This unaudited pro forma financial information has been prepared              
for illustrative purposes only and because of its nature may not              
  give a fair reflection of Gold Reef`s financial position and                  
  results of operations, nor the effect and impact of the Proposed              
  Share Exchange and Top-up Transaction going forward, and is the               
responsibility of Gold Reef`s directors.                                      
                                                                                
                  Before  After the          %   After        %        Net %    
                     (1)   Proposed     Change     the   Change       Change    
Share        (3)  Top-up                          
                           Exchange            Transac                          
                             (2)(4)               tion                          
                                                   (4)                          
EPS              54.0       35.6   (34.07%)    36.5    2.47%     (32.45%)    
   (cents)                                                                      
   HEPS             56.7       37.7   (33.47%)    38.5    2.04%     (32.11%)    
   (cents)                                                                      
NEPS             56.7       54.7    (3.53%)    55.6    1.69%      (1.90%)    
   (cents)                                                                      
   (5)                                                                          
   NAV             595.7      645.0   8.27%      717.0   11.16%   20.36%        
(cents)                                                                      
   TNAV            408.5      200.1   (51.02%)   294.9   47.39%     (27.81%)    
   (cents)                                                                      
   Number of     203 961                       273 167    5.40%                 
shares in                                                                    
   issue for                                                                    
   purposes                 259 167     27.07%                        33.93%    
   of                                                                           
calculatin                                                                   
   g EPS,                                                                       
   HEPS,                                                                        
   NEPS, NAV,                                                                   
TNAV                                                                         
   (`000s)                                                                      
   Excluding the ALSH acquisition the unaudited pro forma financial             
  effects would be as follows:                                                  

                                                                                
                                                                                
                                                                                
Before     After         %    After        %        Net %     
                     (1)       the    Change      the   Change       Change     
                          Proposed       (3)   Top-up                           
                             Share            Transac                           
Exchange               tion                           
                            (2)(4)                (4)                           
   EPS (cents)      54.0      40.0  (25.91%)     40.8    1.81%     (24.57%)     
   HEPS (cents)     56.7      42.4  (25.25%)     43.0    1.39%     (24.21%)     
NEPS (cents)     56.7      61.4  8.21%        62.0    1.06%       9.35%      
   (5)                                                                          
   NAV (cents)     595.7     477.0  (19.92%)    566.6   18.78%      (4.88%)     
   TNAV (cents)    408.5     269.5  (34.01%)    370.9   37.62%      (9.19%)     
Number of      203 96                                                        
   shares in           1                                                        
   issue for                                                                    
   purposes of             231 844    13.67%  245 844    6.04%       20.53%     
calculating                                                                  
   EPS, HEPS,                                                                   
   NEPS, NAV,                                                                   
   TNAV (`000s)                                                                 

  Notes:                                                                        
  1.   Based on the published unaudited interim results of Gold Reef for        
     the six months ended 30 June 2006.                                         
2.   Based on the assumption that the transaction was effected on 1             
January 2006 for income statement purposes and 30 June 2006 for                 
balance sheet purposes.                                                         
3.   The dilutive effect on EPS and HEPS of the Proposed Share                  
Exchange is due to the ALSH acquisition.  Silverstar Casino is under            
construction and will not contribute to earnings until its expected             
opening date in December 2007. However, the Gold Reef shares will be            
issued to the ALSH BEE shareholders on implementation of the Proposed           
Share Exchange. The Proposed Share Exchange is expected to be earnings          
enhancing in the medium term, once the Silverstar Casino commences              
trading. The dilutive effect of the transactions is also exaggerated            
by the non-recurring write-off of the acquisition value of the                  
Goldfields contract, Akani Egoli contract and the IFRS 2 expense                
arising from the Top-up Transaction.  This has been adjusted for in             
NEPS.                                                                           
4.   The above financial effects were calculated using an estimated             
R20.70 as the value of the shares issued to the BEE shareholders on             
implementation date for the Proposed Share Exchange and Top-up                  
Transaction for fair value accounting and IFRS 2 purposes.                      
5.   NEPS excludes the non-recurring write-off of the acquisition               
value of the Goldfields contract, Akani Egoli contract and the IFRS 2           
expense arising from the Top-up Transaction.                                    
9.   GENERAL MEETING                                                            
                                                                                
A  general  meeting of Gold Reef shareholders is  scheduled  to  be           
  held  at  Gold  Reef  City,  Gate  4,  Northern  Parkway,  Ormonde,           
  Johannesburg,  on  Wednesday  25  April  2007  at  10:00,  for  the           
  purposes  of considering, and if deemed fit, approving the Proposed           
Share Exchange and the Top-up Transaction.                                    
                                                                                
10.  SALIENT DATES AND TIMES                                                    
  The  expected  dates  and times in relation to the  Proposed  Share           
Exchange and Top-up Transaction are set out below:                            
                                                                                
                                                                                
                                                                                

                                                                                
                                                                                
                                                                                
Proxy forms to be received by       23 April 2007                           
    10:00 on                                                                    
    General meeting to be held at       25 April 2007                           
    10:00 on                                                                    
Results of the general meeting      25 April 2007                           
    published on SENS on                                                        
    Results of the general meeting      26 April 2007                           
    published in the press on                                                   

   Notes:                                                                       
   1.   Any changes to the above dates and times will be released on SENS       
     and published in the South African press.                                  

2.   All times given are local times in South Africa.                           
11.  DOCUMENTATION                                                              
  A  circular  containing the details of the Proposed Share  Exchange           
and  the  Top-up Transaction will be posted to shareholders  on  29           
  March 2007.                                                                   
                                                                                
12.   WITHDRAWAL  OF CURRENT CAUTIONARY ANNOUNCMENT AND ISSUE  OF  NEW          
CAUTIONARY ANNOUNCEMENT                                                       
  The cautionary announcements issued by Gold Reef on 27                        
  December 2006 and 7 February 2007 relating to the above                       
  transactions are hereby withdrawn.                                            

  Further and unrelated to the above, shareholders are advised that             
  Gold Reef is currently in discussions which are at an early stage.            
  This may or may not result in a transaction that may have a                   
material impact on the price of its securities and accordingly                
  shareholders are advised to continue exercising caution when                  
  dealing in their Gold Reef securities until a further announcement            
  is made.                                                                      
Johannesburg                                                                    
9 March 2007                                                                    
Financial advisor and transaction              Sponsor                          
             sponsor                                                            
Absa Capital Logo               Nedbank Capital Logo                    
                                                                                
                                                                                
          Legal advisors                Corporate law and tax                   
advisors                          
                                                                                
                                                                                
                                                                                
Edward Nathan Sonnebergs                 Werksmans                         
                                          Incorporated Logo                     
                                                                                
                                                                                

                                                                                
Legal advisors To BEE Shareholders       Independent experts                    
                                                                                
Grant Thornton Logo                    
    Webber Wentzel Bowens Logo                                                  
                                       Merchant Sponsors Logo                   
                                                                                

_______________________________                                                 
1   AMM  is currently warehousing this shareholding pending resolution          
of a dispute over the shareholding.                                             
Date: 09/03/2007 13:18:42 Produced by the JSE SENS Department.
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