Re:Re:Notice of Business Rescue Resolution

Notice of Business Rescue Resolution and Suspension of Listing of Phumelela’s Shares

Phumelela Gaming and Leisure Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1997/016610/06)
Share Code: PHM ISIN: ZAE000039269
(“Phumelela” or “the Company”)


NOTICE OF BUSINESS RESCUE RESOLUTION AND SUSPENSION OF LISTING OF
PHUMELELA’S SHARES

1 On 20 March, 8 April and 20 April 2020, Phumelela Gaming and Leisure Limited (“the
Company”) issued SENS announcements addressing the impact of Covid-19 on the
Company’s business operations, the withdrawal of the betting levy and the possible
restructure or refinancing of its business.

2 The Company has, for some time, experienced adverse economic and trading
conditions. The effect thereof has been exacerbated by the nationwide lockdown
resulting from the Covid-19 pandemic.

3 Since the lockdown came into effect on 26 March 2020, the South African horseracing
industry has not been able to stage race meetings, retail betting outlets have been
forced to close and the Company has been unable to generate sufficient revenue from
its horseracing or betting operations.

4 Accordingly, the board of the Company (“the Board”) is of the view that the best option
to ensure the long-term survival of the Company and the sport of horseracing, is to
implement a business rescue plan as contemplated in Chapter 6 of the Companies
Act, 71 of 2008 (“the Act”).

5 The Company is involved in ongoing negotiations with a third party regarding the
provision of loan finance once business rescue proceedings have commenced. It has
received a signed proposal from the third party and is of the view that the conditions
subject to which the proposal has been made are reasonably capable of being fulfilled.

6 The Board considered the financial position of the company and resolved on
8 May 2020 that:

6.1 it is financially distressed, due to the fact that it is reasonably unlikely that the
Company will be able to pay all of its debts, as they become due and payable,
within the immediately ensuing six months;

6.2 there appears to be a reasonable prospect of rescuing the Company; and

6.3 the Company voluntarily begin business rescue proceedings, in accordance
with section 129(1) of the Act.
7 The Company has appointed Mr John Evans as the business rescue practitioner.

8 In addition, on 8 May 2020, the Company applied to the JSE Limited for the suspension
of trading in the Company’s shares on the JSE, with immediate effect, in terms of
paragraph 1.10(a)(iii) of the JSE Listings Requirements, for the following reasons:

8.1 the Company has been placed under business rescue proceedings in terms of
Chapter 6 of the Act.

8.2 the Board will no longer be in control of the Company, as it will be placed under
supervision of the appointed business rescue practitioner;

8.3 there are ongoing negotiations with third parties regarding the provision of post-
commencement finance and accordingly, there are disparate levels of
information in the market which cannot be remedied by the immediate
publication of announcements to clarify the situation;

8.4 the Board is uncertain whether the Company will be able to comply with the
JSE Listings Requirements on an ongoing basis; and

8.5 it is uncertain which of the Company’s operations will continue and on what
basis, following the business rescue operations.

9 The JSE has agreed to suspend trade in the Company’s shares.

10 The Board considers this decision to be in the best interests of the Company and its
stakeholders.

IT’S over, and we’re set for new beginnings! Phumelela Gaming and Leisure went into Business Rescue late on Friday afternoon, and a Post Commencement Finance (‘PCF’) deal has been agreed to with Mary Oppenheimer Daughters Pty Ltd (‘MOD’).

The financial deterioration of Phumelela Gaming and Leisure (‘PGL’ or ‘the Company’), the largest operator of horseracing in South Africa, has been well documented. The implications of the National Covid-19 lockdown have exacerbated its problems to the extent that today, Friday 8 May, the PGL Board passed a Resolution resolving that the Company go into Business Rescue.

Read more www.turftalk.co.za/oppenheimer-family-st...-as-phumelela-folds/

The team www.turftalk.co.za/newsletters/RTT%20Biographies.pdf

Apologies. Who appoints the Business Rescue Practitioner (BRP).

I like it and at least we could be on an upward trend for racing 👍

naresh wrote: Apologies. Who appoints the Business Rescue Practitioner (BRP).

Different situations :
In this case the board of directors I suspect .

Or an application to court if the business is in trouble.

Q&A from turftalk

RACING’s Restructuring Team (RTT) under chairmanship of Brian Riley, answer questions surrounding Phumelela’s Business Rescue, the Post Commencement Finance, the continued involvement of RA directors and the immediate future of racing.

Q: Who are you/ Why are you doing this?

A: Mary Oppenheimer Daughters (MOD) refers to the family office of Mary Slack (nee Oppenheimer) and her four daughters. MOD provides a range of services to the family and their various interests. MOD is involved in order to protect, secure and advance the interests of all racing’s stakeholders through the considered restructuring, transformation and re-capitalization of the horse racing industry.

Q: What is Post Commencement Finance? (PCF)

A: PCF is finance provided to a company once business rescue proceedings have commenced.

Q: Will PGL survive business rescue? Not many companies do. What makes this situation different or is this the beginning of the end?

A: The post commencement funding allows sufficient time for a suitable deal to be negotiated by the Business Rescue Practitioner and stakeholders. Many Companies entering Business Rescue do not receive such funding.

Q: What is the difference between the old PGL and the new one under Business Rescue?

A: The affairs of PGL will be overseen by a Business Rescue Practitioner who is experienced in working with parties who are financially distressed, their creditors and other stakeholders.

Q: If we do not race for another month or two will PGL run out of money?

A: It is anticipated that the funds provided will be sufficient for PGL to continue operations for a short period. However, the sooner we race here and around the world the better for all in the industry.

Q: Has Covid-19 and Governments approach to it killed racing?

A: Zero revenue for the last few weeks has certainly brought the industry to its knees and in PGL’s case likely precipitated a Business Rescue.

Q: How does this affect racing and the racing industry?

A: For now, when allowed by Government it is envisaged that races will continue with PGL continuing to operate Business Rescue.

Q: What are the consequences for the stakes arrangement?

A: Stakes will still be paid under the condition of the PCF at the levels previously agreed by PGL until the end of the season. A new stakes agreement will be negotiated.

Q: Does this have Government support? Have you liaised with government?

A: Some engagement has taken place and from meetings with various Government Departments it appears likely that a master plan for the industry will be agreed.

Q: Are you going to buy back the race courses?

A: A potential transaction is still in its infancy. We are unable to comment at this stage, however race courses need to be secured for the sustainability of the sport.

Q: Is transformation factored into the negotiations?

A: It is certainly envisaged at this stage.

Q: How long before a deal is done?

A: A minimum of 3 months and probably longer.

Q: Will we be updated regularly?

A: Negotiations are usually concluded under a Non-Disclosure Agreement and therefore until a deal is reached (or not) very little can be shared. Unfortunately, these things take time and patience is required.

Q: Are the Racing Association Directors conflicted in offering advice to MOD?

A: On legal advisement it is believed not. They are acting for no financial consideration, in the interests of the horse racing industry and with the full support of the previous and current Racing Association Boards as well as other leading industry bodies. However, if any conflicts emerge at any point, appropriate steps will be taken to ensure conflicted parties are excluded from negotiations and decisions.

"Q: Are the Racing Association Directors conflicted in offering advice to MOD?

A: On legal advisement it is believed not. They are acting for no financial consideration, in the interests of the horse racing industry and with the full support of the previous and current Racing Association Boards as well as other leading industry bodies. However, if any conflicts emerge at any point, appropriate steps will be taken to ensure conflicted parties are excluded from negotiations and decisions."

By whom?
How if most of the negotiation is behind closed doors?

Don't get me wrong what has happened today is amazing and Im very grateful to all associated in doing what they feel is best to save our sport. For the time and efforts I personally thank them. I will how ever ask how if the masses don't have a voice how can the minority make decisions?

Its not even about a conflict of interest ( I sort of don't care about that as that is bound to happen and does not always translate in cash changing hands) I care more about long term decisions being made that could affect us in the future.

Let me give you an example.

When the deal with the bookmakers was lost by the previous people it cost us ( racing) money in legal fees and of course it cost us funds in the short term. However with CV19 it also now means that should we race again the open bet will most likely take in more funds than the official operator. This is what I mean about consequences for short term deals and decisions having long terms consequences.

I don't want to sound like a negative Keyboard Warrior , I am actually quite positive tonight but so are most grooms on their wedding night.

Please Please Please include every single owner and trainer in your plans. Its not difficult to communicate with us in this day and age.

The Snaith Family ran a poll and got over 11 000 votes to save racing. Technology allows you to do the same. Please engage with us.

So the RA to lead the way

Wonder who could have predicted that

The abuse I received for calling exactly what happened albeit a few days late :lol: :lol: :lol: :lol:

... but Mr de Kock, now member of RTT, said “(Rock the boat), don't tip the boat over
(Rock the boat), don't rock the boat baby
(Rock the boat)..”


Sent from my iPhone using Tapatalk

Mac was that not George McCrae ???