Hotel and gaming group Peermont Global (PTG) advised that all outstanding conditions related to its acquisition of a controlling stake in Tusk Casino Resorts and Hotels Group have been met.
 
The purchase consideration - 358.4 million rand - relates to the acquisition of 70% of Tusk Resorts and 100% of Tusk Resorts Holdings, Tusk Casino and Hotel Management, Tusk Casino and Hotel Management Holdings and Tusk Venda Casino, the company said.
 
The purchase consideration of 133.6 million rand, payable on 21 August to Emanzini Leisure Resorts relates to the acquisition of 100% of Emanzini, Tusk Resorts Holdings B, Tusk Casino and Hotel Management B and 30% of the gross management fee payable by Emanzini to its shareholders.
 
The total consideration for the two transactions is 492.1 million rand.
 
The purchase consideration excludes the Taung agterskot in terms of which the purchase consideration for the Tusk transaction is to be adjusted should Tusk Taung - a division of Tusk Resorts - be disposed of by Tusk Resorts, it said.
 
The agreements relating to the disposal of Tusk Taung have been signed but are subject to certain conditions precedent. If these are fulfilled by March 31 2007, an approximate amount of 7.4 million rand will become payable to the Tusk sellers.
 
The Tusk Taung purchase consideration will escalate by 7% per annum from 1 April 2006 until the date of payment of the agterskot amount.
 
The various gambling boards have approved the Tusk transaction, subject to certain conditions.
 
Peermont added that in addition to the Tusk transaction, two further transactions have been concluded with Peermont Global Tusk Holdings (PGTH) - a wholly-owned subsidiary of Peermont Global - to meet its black economic empowerment (BEE) objectives and restructure the BEE shareholding within the Tusk Resorts Group. The transactions do not require shareholder approval.
 
Peermont Global, MIC and PGTH entered into a shareholders' agreement in June 2006 which will become effective once all conditions precedent been fulfilled.
 
In terms of the PGTH shareholders' agreement MIC will subscribe for 21% in the issued share capital of PGTH at a par value of 0.1 cent per PGTH share and
simultaneously advance an initial amount to PGTH on loan account of approximately 120 million rand, based on the pro rata purchase consideration plus escalations and costs of the Tusk transaction, the Emanzini transaction and the Gottam transaction.
 
MIC may thereafter dispose of an equity stake of up to 4.2% in PGTH to the Marang National Investors - five black individuals.
 
The PGTH shareholders' agreement is conditional upon the approval of the MIC transaction on terms acceptable to MIC and Peermont Global by the competition authorities, if required, and the respective gambling boards.
 
The MIC transaction has been approved by the North West and KwaZulu-Natal Gambling Boards, subject to the completion of all relevant probity investigations. The Limpopo Gambling Board has yet to approve the MIC transaction.
 
Gottam Investments owns 20% of the issued share capital of Tusk Resorts and PGTH has entered into an agreement to acquire Gottam's shares and claims in
Tusk Resorts for 73.6 million rand.
 
The purchase consideration for the Gottam transaction will be adjusted in accordance with the Taung Agterskot mechanism.
 
The agreements relating to the disposal of Tusk Taung have been signed but are subject to certain conditions precedent. If these are fulfilled by March 31 2007, an approximate amount of 2.1 million rand, will become payable to Gottam. The Tusk Taung purchase consideration will escalate by 7% per annum from 1 April 2006 until the date of payment of the agterskot amount.
 
The Gottam transaction is conditional upon the approval of the MIC transaction by the respective gambling boards having jurisdiction over the affairs of Tusk Resorts.

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