| Thu 1 Jul 2010, 12:45 | | GPL - Grand Parade Investments Limited - Finalisation of transactions |
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GPL - Grand Parade Investments Limited - Finalisation of transactions
GRAND PARADE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1997/003548/06)
Share code: GPL ISIN: ZAE000119814
("GPI" or "the company")
FINALISATION OF THE ACQUISITION OF 100% OF CARENTAN INVESTMENTS (PROPRIETARY)
LIMITED ("CARENTAN") TOGETHER WITH THE MINORITY INTERESTS IN THUO GAMING SOUTH
AFRICA (PROPRIETARY) LIMITED ("THUO SA"), THUO GAMING WESTERN CAPE (PROPRIETARY)
LIMITED ("THUO WC") AND AN ADDITIONAL STAKE IN WORCESTER CASINO (PROPRIETARY)
LIMITED ("WORCESTER CASINO"), AND TRADING STATEMENT AS A RESULT THEREOF
FINALISATION OF THE TRANSACTIONS
Further to the announcements made by GPI on SENS on 2 November 2009 and 5 May
2010, shareholders are advised that the transactions as concluded between GPI
Slots (Proprietary) Limited (a wholly-owned subsidiary of GPI) ("GPI Slots") and
the parties as set out below have been finalised:
* the acquisition of 100% in Thuo SA by way of GPI Slots acquiring all
of the shares in and loan claims against Carentan (being the majority
shareholder and holding 90% in Thuo SA) and that of Business Venture
Investments 967 (Proprietary) Limited (being the minority shareholder
and holding 10% in Thuo SA);
* the acquisition of an additional 4.9% of Thuo WC by way of GPI Slots
acquiring all of the shares in and loan claims against Slots Solutions
(Proprietary) Limited, which together with the above acquisition has
resulted in GPI Slots now holding 100% in Thuo WC;
* the acquisition of a 7.72% interest in Worcester Casino by way of GPI
Slots acquiring all of the shares in and loan claims against Stripe
Investments 7 (Proprietary) Limited;
(collectively referred to as "the Transactions").
Finalisation of the transactions follows the fulfillment of the final
outstanding conditions precedent to each of the Transactions, which include,
inter alia, the respective approvals of the Transactions by the Western Cape and
the KwaZulu-Natal Gaming Boards, the South African Reserve Bank, and obtaining
the necessary Competition Commission approvals. GPI formally gained control of
Carentan on 30 June 2010 with the delivery of the requisite escrow
documentation.
The cumulative effect of the Transactions is that GPI, through GPI Slots and
other indirect interests through its subsidiaries, now owns 100% of Thuo SA and
Thuo WC, and an effective 92.5% of Thuo Gaming Kwazulu-Natal (Proprietary)
Limited ("Thuo KZN").
The acquisition of Carentan represents a very significant milestone for GPI and
its shareholders in its planned transition from being purely an investment
company to an investment and operating company with increased operating control
over certain of its gaming assets.
The Carentan Group is comprised of 1,000 limited payout slot machines (LPMs)
allocated to Thuo WC, trading as Grandslots, and 1,000 machines allocated to
Thuo KZN, trading as Kingdomslots. Both of these LPM route operators are market
leaders in the LPM industry.
Thuo WC is a cash generative business with a strong distribution network across
the Western Cape, consisting of 193 different venues with 918 machines. GPI is
confident that Thuo KZN, which currently has 155 different venues and 752
machines, will follow suit as the full quota of machines is rolled out. The two
businesses have developed strong market positions that will be further improved
through synergies within the GPI group.
TRADING STATEMENT
In terms of the Listings Requirements of the JSE Limited, companies are required
to publish a trading statement as soon as they are reasonably certain that the
financial results for the current reporting period will differ by at least 20%
from that of the previous corresponding period.
As a direct consequence of the transactional costs relating to the above
Transactions, together with certain provisions relating to other smaller
transactions that GPI has concluded, having to be expensed in terms of IFRS 3
(Revised) (in the prior year these would have been capitalized), it is
anticipated that the results of GPI for the year ending 30 June 2010 compared to
that of the corresponding previously reported period will differ by at least
20%.
GPI accordingly advises that it expects earnings per share for the year ending
30 June 2010 to be between 20% - 40% lower than the previously reported
comparative period; and headline earnings per share for the year ending 30 June
2010 to be between 20% - 40% lower than the previously reported comparative
period.
Importantly, it should be noted that earnings per share and headline earnings
per share would not have decreased by more than the aforementioned 20% threshold
as contemplated above had the transactional costs (and provisions in respect
thereof) not been incurred.
Shareholders are advised that the above information has not been reviewed or
reported on by GPI`s auditors.
Cape Town
1 July 2010
Sponsor: PSG Capital (Pty) Limited
Corporate advisor: Leaf Capital (Pty) Ltd
Date: 01/07/2010 12:45:01 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.
