Sharenet Sites 
Sharenet Sites
QHL - Queensgate Hotels And Leisure Limited - Update of detailed cautionary announcement QUEENSGATE HOTELS AND LEISURE LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/013649/06) Share code: QHL ISIN Code: ZAE000113718 ("Queensgate" or "the company") UPDATE OF DETAILED CAUTIONARY ANNOUNCEMENT INTRODUCTION Following the detailed cautionary announcement dated 22 November 2010 regarding the details of the Heads of Agreement which was signed between the Company and Realcor Holdings (Proprietary) Limited ("Realcor"), whereby Realcor will sell its business as a going concern to the Company for a purchase consideration of R1.207 billion and whereby the purchase consideration will be settled through the issue of shares in Queensgate which will result in a dilution of 92% for existing shareholders, shareholders are advised that the following amendments to the terms have been made to the above mentioned Heads of Agreement: - The Trustess for the time being of the Deonette Trust, that presently hold 100% of the shares in the issued share capital of Realcor will be the new entity to transact with the Company; - The Deonette Trust also has claims against Realcor; - The Deonette Trust wishes to procure the listing of Realcor and its business on the Aletrnative Exchange; - In order to give effect to the listing as mentioned in the above point, the Deonette Trust intends to transfer all its sale shares and claims to Queensgate in exchange for the issue by Queensgate to it of xxxx ordinary shares; The following amendments were made to the conditions precedent to which the transaction is subject: By 10 December 2010 and not 28 February 2011 as stated in the previous SENS announcement: - The Deonette Trust conducts a comprehensive legal and financial due diligence investigation into the affairs of Queensgate; - Queensgate conducts a comprehensive legal and financial due diligence investigation into the affairs of Realcor; - Queensgate and Realcor conclude a comprehensive agreement containing normal warranties for a transaction of this nature and the following specific terms: - Following the implementation of the listing, the Deonette Trust will hold no less than 90% of the total issued share capital of Queensgate; - Following the implementation of the listing, current Queensgate shareholders will hold no less than 8% of the total issued share capital of Queensgate; - Following the implementation of the listing, no less than 1% of the total issued share capital of Queensgate, shall be held in escrow, to be distributed at the sole election of Realcor; - Following the implementation of the listing, DC Liquid Capital Close Corporation (or its nominee) will hold no less than 1% of the total issued share capital of Queensgate; By 28 February 2010 instead of 03 December 2010 as previously stated: - The trustees of the Trust by unanimous resolution adopt and ratify the transaction; - The requisite majority of the shareholders of Queensgate have in terms of the Companies Act, JSE Limited and any other relevant regulatory authorities requirements, approve the transaction; - Shareholder approval of Queensgate shareholders by the requisite majority; - Approval of Realcor`s business plan by the Alternative Exchange Advisory Committee; - Competition Authorities, Securities Regulations Panel and JSE Limited approval (if required); - Written agreements to be concluded between Queensgate and its` creditors - accepting the settlement arrangements undertaken by Realcor in respect of the Queensgate creditors; - Realcor to present a bank guarantee for the cash to be advanced by Realcor to Queensgate in respect of the part settlement of Queensgate`s creditors. The purchase consideration of R1.207 billion will be calculated in the value of the assets of the business as at 20 October 2010 as well as the profit warranties and incentives undertaken and achieved by Realcor, and will not include the liabilities and overheads of Queensgate as previously announced. Shareholders are reminded that the implementation of the proposed acquisition will result in a reverse takeover of Queensgate, a change in control and the intended reconstitution of the board of directors. The JSE Listings Requirements stipulate that the Company can only retain its listing following the reverse listing if the JSE is satisfied that the Company continues to qualify to be listed. Realcor will be making an application for listing to the Alternative Exchange Advisory Committee. PRO FORMA FINANCIAL EFFECTS (SHOULD WE INCLUDE THESE') Johannesburg 08 December 2010 Designated Advisor Arcay Moela Sponsors (Pty) Ltd Date: 04/01/2011 15:56:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
