EQUITY SUBSCRIPTION AGREEMENT
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This agreement is dated the 7th day of September, 2001 and is made by and
between RHINO RESORT LIMITED ("Rhino Resort") and SILVERSTAR DEVELOPMENT LIMITED
("Silverstar") and CENTURY CASINOS AFRICA (PTY) LIMITED ("Century") (hereinafter
collectively referred to as "the parties").
WHEREBY IT IS AGREED AS FOLLOWS:
A. ISSUE OF SHARES
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Rhino, at its own cost, shall immediately upon execution of this agreement give
irrevocable instruction to its attorneys to cause that there be issued to
Century, as soon as practicable, shares in Rhino so as to constitute Century the
beneficial owner of fifty percent (50%) of the issued share capital of Rhino
Resort and shall, from the date of execution of this agreement, conduct the
business of Rhino (including election / appointment of directors and the voting
of shareholders) as if the issue of said shares to Century had been completed as
at the date of execution of this agreement.
B UNDERTAKING TO PROVIDE EQUITY FUNDS
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Century Casinos Africa (Pty) Limited ("Century") hereby undertakes to Rhino
Resort Limited ("Rhino Resort") which hereby accepts the benefit of this
undertaking that:
1. Century shall inject an amount of R40 million by way of equity share
capital into the share capital of Rhino Resort.
2. This undertaking is subject to the fulfillment by no later than Dec 31
2003 of the following suspensive conditions which are inserted into
this undertaking and agreement for the benefit of Century:
2.1 The issue of a casino licence to Rhino Resort to develop and
operate a casino in the West Rand (Gauteng province) upon
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exactly the same terms as outlined in Rhino Resort's amended
application lodged with the Gauteng Gambling Board (these terms
specifically include the location of the temporary casino at
Hillfox Power Centre for a period of not less than three (3)
years, the allocation of not less than seven hundred (700) gaming
machines for the temporary casino and nine hundred and fifty
(950) gaming machines for the permanent casino, the approval of
the management fees presently envisaged as payable by Rhino
Resort to CCWR and that no third party shall have legally
disputed the grant of such casino licence prior to the
fulfillment date stated above;
2.2 That the Casino and Resort Management Agreement between
Rhino and CCWR, as amended, remains in good standing and
undisputed;
2.3 That a firm, irrevocable and unconditional commitment
from a reputable bank acceptable to Century is in place for the
entire funding (other than the R40 million capital contribution
from Century) necessary to develop and operate the temporary and
permanent casino resort as presently proposed by Rhino Resort in
the amended application to the Gauteng Gambling Board.
2.4 That Kairo Management SA (Pty) Limited ("Kairo") has
agreed, in writing, to irrevocably waive any and all of its
rights under article 5.6 of the Memorandum of Agreement dated May
2000, entered into by and between Silverstar, CCWR, Rhino Hotel &
Resort (Pty) Ltd, and Kairo.
2.5 That the issue of shares and appointment of directors
and other such relevant matters described in paragraph A above
("Issue of Shares") have been completed, formalized, and
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ratified.
C MANNER OF PROVISION OF EQUITY FUNDS
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Subject to the fulfillment or waiver of the suspensive conditions in accordance
with B above, Century shall (unless otherwise agreed between the parties) cause
to be deposited in a bank account designated by Rhino the sum of R40 million no
later than five business prior to the completion of the first drawdown of funds
envisaged to be provided in paragraph 2.3 above.
D CHANGE OF APPLICANT ENTITY
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In the event, for whatever reason, it is determined that an entity other than
Rhino be introduced to be the beneficiary of that process generally known as
"The Amendment Application", then the parties agree that they shall procure that
any and all such action shall be taken that may be required to establish with
that substitute entity the rights, obligations, and benefits of all parties as
are established under this Agreement.
E EVENT OF NON-FULFILLMENT OR NON-WAIVER OF SUSPENSIVE CONDITIONS
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In the event that, for whatever reason, the suspensive conditions specified in B
above have not been fulfilled or waived prior to December 31, 2003 and that
Century, as a result, has not provided funding as specified in B and C above,
the provisions of this Equity Subscription Agreement shall be null and void and
the status as prior to the date of execution shall be restored.
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DATED AT JMB THIS 8TH DAY OF SEPTEMBER 2001.
/S/ XXXXX XXXXXX
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CENTURY CASINOS AFRICA (PTY) LIMITED
DATED AT JMB THIS 7TH DAY OF SEPTEMBER 2001.
/S/ XXXXX XXXXXX
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RHINO RESORT LIMITED
DATED AT JMB THIS 7TH DAY OF SEPTEMBER 2001.
/S/ XXXX XXXXXX XX XXXXX
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SILVERSTAR DEVELOPMENT LIMITED
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