| Fri 2 Dec 2011, 13:36 | | GPL - Grand Parade Investments Limited - Restructure - Conditions precedent |
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GPL
GPL
GPL - Grand Parade Investments Limited - Restructure - Conditions precedent
fulfilled, RAH Offer, intended Special Dividend
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")
RESTRUCTURE - CONDITIONS PRECEDENT FULFILLED, RAH OFFER, INTENDED SPECIAL
DIVIDEND
1. PROPOSED RESTRUCTURE UNCONDITIONAL
1.1 Shareholders are referred to the Company`s circular to shareholders
dated 15 August 2011 ("the Circular") and to the various SENS
announcements regarding the proposed transaction to rearrange GPI
and Sun International Limited`s ("Sun International") common
interests in certain of their shared investments ("Proposed
Restructure").
1.2 Shareholders are advised that all the conditions precedent to the
Proposed Restructure have now been fulfilled and that the Proposed
Restructure has accordingly now become unconditional and will be
implemented in accordance with its terms.
2. RAH OFFER
2.1 As stated in the Circular, the Company and its wholly-owned
subsidiary, Utish Investments (Proprietary) Limited ("Utish"),
together hold 110 641 690 ordinary shares in the issued share
capital of RAH, representing in total 29.76% of RAH`s issued
ordinary share capital (including treasury shares).
2.2 Shareholders are referred to the joint SENS announcement on 1
December 2011 ("the SISA Joint Announcement") by Sun International
and Real Africa Holdings Limited ("RAH"), which announced a firm
intention to make an offer by Sun International (South Africa)
Limited ("SISA"), a wholly owned subsidiary of Sun International, to
acquire all of the ordinary shares in the issued share capital of
RAH (which it does not own already) ("RAH Offer").
2.3 Shareholders are further referred to Ordinary Resolution Number 3,
as approved by shareholders at the Company`s general meeting on 14
September 2011, in terms of which shareholders resolved that the
Company and Utish accept the offer to be made by SISA to all
minority shareholders of RAH and sell to SISA their entire
shareholding in RAH, provided that once such offer is made, the
salient terms of that offer match those set out in the Circular.
2.4 GPI and Utish are currently awaiting the RAH Offer circular to
determine whether the salient terms of the RAH Offer match those set
out in the Circular. In this regard, paragraph 11 of the SISA Joint
Announcement states that further details of the RAH Offer will be
included in the offer circular to be sent to RAH shareholders and
that the RAH Offer circular is expected to be posted to RAH
shareholders on or about Monday, 5 December 2011.
3. INTENDED SPECIAL DIVIDEND
As indicated in the Circular, the board of the Company believes that a
significant portion of the net cash proceeds that will arise from the
Proposed Restructure should be distributed to GPI shareholders. The
Circular indicated that GPI`s board of directors ("the Board") intended
to pay a special dividend of 50 cents per GPI share, subject to the
successful implementation of the Proposed Restructure (including the RAH
Offer) and other regulatory approvals. Due to various factors the Board
is now considering the increase of such a special dividend to 60 cents
per GPI share. The declaration of such special dividend can only be made
once the net cash proceeds have been received. The annual dividend of 10
cents per share, which has already been declared and is due to be paid on
12 December 2011, remains unaltered.
4. FURTHER ANNOUNCEMENT
A further announcement setting out the full details of a special dividend
payment and whether the terms of the RAH Offer match those in the
Circular, will accordingly be made by the Company on SENS in due course.
Cape Town
2 December 2011
Sponsor
PSG Capital (Pty) Limited
Date: 02/12/2011 13:36:56 Produced by the JSE SENS Department.
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