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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 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.
