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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 Supplied by www.sharenet.co.za 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.
