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Pro Forma Financial Effects and Withdrawal of Cautionary Announcement
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")
PRO FORMA FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of GPI are referred to the detailed terms announcement released on SENS on
Tuesday, 13 May 2014 (“the Announcement”) relating to the proposed divestment of shareholdings
in Sunwest International Proprietary Limited (“Sunwest”) and Worcester Casino Proprietary Limited
(“Worcester”) (“SunWest and Worcester Transaction”), the proposed divestment of an effective
5.6% shareholding in Afrisun KZN Proprietary Limited, trading as the Sibaya Casino and
Entertainment Kingdom (“Sibaya Transaction”) and the proposed divestment of a material
shareholding in GPI Slots Proprietary Limited (“GPI Slots Transaction”) (collectively referred to as
“the Transactions”).
In accordance with the Announcement, the outstanding pro forma financial effects of the
Transactions are disclosed below.
2. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS
The consolidated pro forma financial effects of the Transactions, as set out below, are the
responsibility of the directors. The consolidated pro forma financial effects are presented in a manner
consistent with the basis on which the historical financial information has been prepared and in terms
of the Company’s accounting policies. The pro forma financial effects have been presented for
illustrative purposes only and, because of their nature, may not give a fair reflection of the
Company’s financial position post the implementation of the Transactions.
The table below sets out the pro forma financial effects of the adjustments on the Company, based
on the interim financial results for the six months ended 31 December 2013 and on the assumption
that, for calculating the net asset value per GPI share and net tangible asset value per GPI share,
the adjustments were effected on 31 December 2013. In respect of the earnings per GPI share and
headline earnings per GPI share it is assumed that the adjustments were effected on 1 July 2013.
Results before Pro forma Change (%)
the pro forma results after
adjustments the
Transactions
Net asset value per share (cents) 368.72 612.65 66.2%
Net tangible asset value per share
(cents) 314.64 612.10 94.5%
Earnings per share (cents) 26.21 267.51 920.6%
Headline earnings per share (cents) 13.95 6.91 (50.5%)
Number of Shares in issue (‘000) 469 588 469 588 -
Weighted number of shares in issue 461 358 461 358 -
(‘000)
Notes and assumptions:
1. The "Results before the pro forma adjustments" column has been extracted from the
published unaudited interim results of GPI for the six months ended 31 December 2013.
2. It has been assumed that the Transactions took place on 1 July 2013 when determining the
effect of the transaction on the statement of comprehensive income.
3. It has been assumed that the Transactions took place on 31 December 2013 when
determining the effect of the transaction on the statement of financial position.
4. Where applicable, the tax rate has been assumed at 28% for income tax and 18.67% for
capital gains tax.
5. It has been assumed that over a short-term period, GPI invests all surplus cash in
preference share investments which accrue dividends (net of tax) at a rate of 5.16% per
annum, being the rate currently achieved by GPI. It has been assumed further that all
preference share dividends received are from South African resident companies and are not
subject to Dividend Withholding Tax.
6. The purchase consideration applicable to the SunWest and Worcester Transaction is
assumed to be R1.55 billion.
7. The GPI Slots Transaction is assumed to be effected through the disposal of an initial 25.1%
interest in GPI Slots for a total purchase consideration of approximately R268.2 million, the
subsequent disposal of a further 25.0% interest in GPI Slots for a total purchase
consideration of approximately R303.4 million and thereafter the disposal of another 19.9%
interest in GPI Slots for a total purchase consideration of approximately R292.1 million.
8. The purchase consideration applicable to the Sibaya Transaction is assumed to be
R130 million.
9. Shareholders are advised that the full and complete notes to pro forma financial effects will
be included in the circular to shareholders.
3. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the renewal of cautionary announcement included in the Announcement
and are advised that since the pro forma financial effects relating to the SunWest and Worcester
Transaction, the Sibaya Transaction and the GPI Slots Transaction have been disclosed in this
announcement, caution is no longer required to be exercised by shareholders when dealing in the
Company’s securities.
Cape Town
11 June 2014
Lead Corporate Advisor
Leaf Capital
Sponsor and Corporate Advisor
PSG Capital
Legal Advisor
Bernadt Vukic Potash & Getz
Independent Reporting Accountants and Auditors
Ernst & Young Incorporated
Date: 11/06/2014 11:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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