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“ALSH BEE shareholders”“Articles of Association”“BEE”“BEE shareholders” or“BEE partners”“beneficial holder”“black people”“business day”“CAI”“CASA”“certificated ordinary shares”ALI BEE shareholders and Saffron;the articles of association of Gold Reef;as defined in the broad-based Black Economic Empowermentlegislation, and which means the economic empowerment of all blackpeople, including women, workers, youth, people with disabilities andpeople living in rural areas, through diverse but integrated socioeconomicstrategies;collectively, all the broad-based BEE groups, being ALI BEEshareholders, ALSH BEE shareholders, ALMI BEE shareholders, ALGIBEE shareholders, Reygrande and Satara, which own interests in thesubsidiaries, joint venture and/or management contracts of theCompany before the Proposed Share Exchange and which will,collectively, beneficially own a minimum 25,10% of the enlarged issuedshare capital of Gold Reef on implementation of the Proposed ShareExchange and Top-up Transaction;an owner of the beneficial interest in dematerialised ordinary shareswho is recorded in the beneficial ordinary shareholder recordsmaintained by a CSDP;African, Coloured or Indian persons who are natural persons; and– are citizens of South Africa by birth or descent; or– are citizens of South Africa by naturalisation before thecommencement date of the Constitution of the Republic of SouthAfrica, 1993; or– were not citizens of South Africa before the commencement date ofthe Constitution of the Republic of South Africa, 1993 but who weremarried (by law, custom or religious rite) to a person entitled tocitizenship of South Africa upon that date;any day other than a Saturday, Sunday or official public holiday inSouth Africa;Casinos Austria International Holding GmbH (Registration numberFN37681 p), an Austrian company which owns 27,30% of the ordinaryshares of Gold Reef, prior to the Proposed Share Exchange and Top-upTransaction;Casino Association of South Africa;ordinary shares which have not been dematerialised and which areevidenced by ordinary share certificates or other physical documents oftitle;“certificated ordinary shareholders” ordinary shareholders holding certificated ordinary shares;“this circular”this circular, dated 2 May 2007, including all annexures hereto, the revisedlisting particulars, the notice of general meeting and form of proxy;“CML” Club Mykonos Langebaan Limited (Registration number 1954/002223/06),owner of a direct and economic interest of 29,64% in West Coast Leisure;“the common monetary area”“the Companies Act”South Africa, the Republic of Namibia and the Kingdoms of Swazilandand Lesotho;the Companies Act, 1973 (Act 61 of 1973), as amended;6
“CSDP”“dematerialise”“dematerialised ordinary shares”“directors” or “Board”“documents of title”Central Securities Depository Participant registered in terms of theCustody and Administration of Securities Act, 1992 (Act 85 of 1992), asamended;the process whereby paper security certificates are replaced withelectronic records of ownership of securities under STRATE with aCSDP or broker;ordinary shares which have been dematerialised and incorporated intoSTRATE and which are no longer evidenced by ordinary sharecertificates or other physical documents of title;the board of directors of Gold Reef;ordinary share certificates, certified deeds, balance receipts and anyother documents of title to ordinary shares acceptable to the Board;“effective date” 1 January 2007;“EPS”“Garden Route”earnings per share;Garden Route Casino (Proprietary) Limited (Registration number1998/000391/07), the operator of the Garden Route Casino in theWestern Cape;“general meeting of shareholders” the general meeting of shareholders to be held at 11:00 or immediatelyafter the annual general meeting, whichever is the later, on Tuesday,22 May 2007, convened in terms of the notice of general meetingincluded in this circular, at which shareholders will consider the ordinaryresolutions necessary to carry out and implement the Proposed ShareExchange and Top-up Transaction;“Goldfields Casino”“Goldfields Contract”“Gold Reef” or “the Company”“GRM”“Group”“HEPS”“Implementation Date”“Inkonka”“issue date”Goldfields Casino and Entertainment Centre (Proprietary) Limited(Registration number 1997/021858/07), the operator of GoldfieldsCasino in the Free State;the Goldfields Casino management contract, in terms of whichGoldfields Casino pays management fees for the management of itscasino operations;Gold Reef Resorts Limited (Registration number 1989/002108/06), apublic company incorporated in South Africa and listed on the JSE;Gold Reef Management (Proprietary) Limited (Registration number1998/024893/07), a wholly-owned subsidiary of Gold Reef;Gold Reef and its subsidiaries;headline earnings per share;the 5th (fifth) business day after the date on which the last of thesuspensive conditions required in terms of the Proposed ShareExchange and the Top-up Transaction are fulfilled;Inkonka Investments (Proprietary) Limited (Registration number2000/018433/07), a wholly-owned subsidiary of Gold Reef;the date on which the Company shall allot and issue the new ordinaryshares to the BEE shareholders, which date shall be the ImplementationDate, or such later date as the Parties may agree in writing;7
Page 4: 9. GENERAL MEETING OF SHAREHOLDERS
Page 10: “joint independent professionalex
Page 13 and 14: 2. RATIONALE FOR THE PROPOSED SHARE
Page 15 and 16: 4.3 The ALSH acquisition4.3.1 Natur
Page 17 and 18: Total consideration paid to each BE
Page 19 and 20: • Eglin Investments No. 30 (Propr
Page 21 and 22: for on the Implementation Date in t
Page 23 and 24: 5.2 BorrowingsDetails of all materi
Page 25 and 26: The detailed pro forma financial in
Page 27 and 28: 9. GENERAL MEETING OF SHAREHOLDERS
Page 29 and 30: Abridged curricula vitae of the dir
Page 32 and 33: 11.1.7 Directors’ emolumentsThe t
Page 34 and 35: 11.3 Directors’ opinionThe Board
Page 36 and 37: Annexure 1AFAIR AND REASONABLE OPIN
Page 38 and 39: • considered prevailing economic
Page 40 and 41: Annexure 1BFAIR AND REASONABLE OPIN
Page 42 and 43: • considered the performance and
Page 44 and 45: Annexure 2THE PRO FORMA FINANCIAL I
Page 46 and 47: Notes:(1) Extracted from the review
Page 48 and 49: considering the evidence supporting
Page 50 and 51: GROUP BALANCE SHEET AT 31 DECEMBERN
Page 52 and 53: GROUP CASH FLOW STATEMENT FOR THE Y
Page 54 and 55: NOTES TO THE ANNUAL FINANCIAL STATE
Page 56 and 57: 1.2 Financial statement presentatio
Page 58 and 59:
Subsequent costs are included in th
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depends on the purpose for which th
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usiness combination) of other asset
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Leases of property, plant and equip
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The nominal value less estimated cr
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4. OTHER INCOME2006 2005 2004R’00
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8. TAXATION2006 2005 2004R’000 R
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11. PROPERTY, PLANT AND EQUIPMENTFu
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15. INVESTMENT IN ASSOCIATE2006 200
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16. INVESTMENT IN JOINT VENTURES (c
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18. SHARE INCENTIVE SCHEME (continu
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23. OTHER RESERVESExistingcontrolbu
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25. INTEREST BEARING BORROWINGS (co
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28. PROVISIONSPerformanceTotalGamin
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30. BUSINESS COMBINATIONS (continue
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31. RELATED PARTY TRANSACTIONS (con
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33. CONTINGENCIES, COMMITMENTS AND
Page 92 and 93:
Annexure 5PRICE HISTORY OF GOLD REE
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Annexure 6STATEMENT IN RESPECT OF T
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Remuneration and Nominations Commit
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Annexure 7STATEMENT OF OTHER DIRECT
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DIRECTOR STATUS COMPANYRESIGNED STA
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DIRECTOR STATUS COMPANYACTIVE TWINC
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Annexure 8EXTRACTS FROM THE ARTICLE
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17.2 Questions arising at any meeti
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AKANI EGOLI ARTICLES OF ASSOCIATION
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17.5 The directors may delegate or
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19.4 Questions arising at any meeti
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Annexure 9COMPLETE LIST OF ACQUISIT
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Amount NumberBEE partner Agreement
Page 119 and 120:
Amount NumberBEE partner Agreement
Page 121 and 122:
CONTENTS1. INTRODUCTION 1202. SUMMA
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There has been no change in the con
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4.10 Acquisition and disposal of ma
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After implementation of the Share E
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10.2 Litigation statementThe litiga
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COMMENTARYIn terms of the Listings
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GOLD REEFR E S O R T SGOLD REEF RES
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