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GRAND PARADE INVESTMENTS LIMITED - Detailed terms announcement

Release Date: 13/05/2014 08:00
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Detailed terms 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”)

DETAILED TERMS ANNOUNCEMENT REGARDING:

A)   PROPOSED DIVESTMENT OF SHAREHOLDINGS IN SUNWEST INTERNATIONAL
     PROPRIETARY LIMITED (“SunWest”) AND WORCESTER CASINO PROPRIETARY LIMITED
     (“Worcester”);
B)   PROPOSED DIVESTMENT OF AN EFFECTIVE 5.6% SHAREHOLDING IN AFRISUN KZN
     PROPRIETARY LIMITED, TRADING AS THE SIBAYA CASINO AND ENTERTAINMENT
     KINGDOM; AND
C)   PROPOSED DIVESTMENT OF A MATERIAL SHAREHOLDING IN GPI SLOTS PROPRIETARY
     LIMITED; AND
D)   RENEWAL OF CAUTIONARY ANNOUNCEMENT

1.   INTRODUCTION

     Shareholders of GPI are hereby advised that the Company has entered into various agreements in
     which the salient terms of the transactions, as set out in paragraphs A, B and C below have been
     agreed with the relevant parties. Shareholders should note that the transactions set out in
     paragraphs A, B and C below are independent transactions and are not inter-conditional.

A)   PROPOSED DIVESTMENT OF SHAREHOLDINGS IN SUNWEST AND WORCESTER

1.   SALIENT TERMS

     An agreement has been concluded between, inter alia, GPI, Sun International Limited (“Sun
     International”), and Tsogo Sun Holdings Limited (“Tsogo”) regarding a proposed disposal to Tsogo
     by Sun International (through its subsidiary companies) of a 14.9% interest in SunWest and
     Worcester for an aggregate cash consideration of R635 million, the proposed subscription by Tsogo
     for a new class of A ordinary shares in each of SunWest and Worcester (“A shares”) for an
     aggregate subscription price of R1.55 billion, and a proposed specific share repurchase to be
     undertaken by each of SunWest and Worcester such that the entire interest held by GPI and Grand
     Casino Investments Proprietary Limited, a wholly-owned subsidiary of GPI (collectively “the GPI
     Parties”) being 25.1% in each of SunWest and Worcester, will be repurchased for an aggregate cash
     consideration of R1.55 billion (collectively referred to as “the SunWest and Worcester Transaction”).


     The effect of the SunWest and Worcester Transaction on the shareholding of SunWest will be as
     follows:

      Party                                   Effective economic              Effective economic
                                            shareholding before the          shareholding after the
                                            SunWest and Worcester           SunWest and Worcester
                                                  Transaction                     Transaction
      SISA Parties                                      71.6%                           56.7%
      GPI Parties                                          25.1%                             0.0%
      Sun International Employee                            3.3%                             3.3%
      Share Trust (“SIEST”)
      Tsogo                                                0.0%                             40.0%

     The effect of the SunWest and Worcester Transaction on the shareholding of Worcester will be as
     follows:

      Party                                    Effective economic                Effective economic
                                             shareholding before the            shareholding after the
                                             SunWest and Worcester             SunWest and Worcester
                                                   Transaction                       Transaction
      SISA Parties                                       71.4%                             56.5%
      GPI Parties                                        25.1%                              0.0%
      SIEST                                               3.5%                              3.5%
      Tsogo                                               0.0%                             40.0%


2.   BACKGROUND ON SUNWEST AND WORCESTER

     Both SunWest and Worcester each conduct casino and hotel operations in the Western Cape, which
     are predominantly focused on the market in and around Cape Town.

     SunWest’s primary assets are the GrandWest Casino, the Table Bay Hotel, one of the “Leading
     Hotels of the World” situated on the historic Victoria & Alfred Waterfront and a minority equity interest
     in the Cape Town International Convention Centre..

     Worcester operates the casino, hotel and ancillary leisure and entertainment business in respect of
     the Golden Valley Casino at Breede River Valley in Worcester.

3.   RATIONALE FOR THE SUNWEST AND WORCESTER TRANSACTION

     The SunWest and Worcester transaction will realise significant value for GPI shareholders and
     represents an excellent return on investment. GPI also recognises that as a minority investor in
     casinos it will be unable to exert meaningful influence over its own future. GPI has been invested in
     SunWest and Worcester Casino as Sun International’s initial BEE partner for 16 years, but believes
     that the timing and terms of the SunWest and Worcester Transaction support GPI’s strategy to
     pursue new high growth investment opportunities. Importantly, Sun International and Tsogo have the
     necessary financial capability, requisite BEE credentials, regulatory and industry knowledge to
     implement the SunWest and Worcester Transaction at a valuation that meets GPI’s expectations.

     GPI has identified a number of advantages to the SunWest and Worcester Transaction, which
     include the following:

     - Compelling valuation and returns;

     - GPI currently owns minority stakes in both SunWest and Worcester Casino and the SunWest and
       Worcester Transaction will provide GPI with the financial resources to control its own future;

     - The anticipated proceeds place GPI in a strong cash position with the flexibility to invest in its
       existing growth assets and to pursue new investment opportunities that have been identified; and

     - GPI will be well-placed placed to compete for new deals given its balance sheet, BEE ownership
       credentials and strategic input.
4.   UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE SUNWEST AND WORCESTER
     TRANSACTION

     As at the date of this announcement, the pro forma financial effects relating to the SunWest and
     Worcester Transaction have not yet been finalised and shareholders are hereby advised that the pro
     forma financial information will be announced in due course.

5.   APPLICATION OF THE PROCEEDS FROM THE SUNWEST AND WORCESTER TRANSACTION

     GPI will use a portion of the proceeds to repay existing debt and deploy the remainder into new
     opportunities that meet GPI management’s target IRR and other strategic objectives. The lottery bid
     in particular is a key near-term focus for GPI with enormous potential for growth if successful. Cash
     will also be utilised to support and accelerate the growth of existing operations, particularly at
     BURGER KING® and related food assets.

6.   CONDITIONS PRECEDENT TO THE SUNWEST AND WORCESTER TRANSACTION

     The SunWest and Worcester Transaction is conditional upon the fulfilment or waiver, as the case
     may be, of inter alia, the following conditions precedent:

     ? Shareholders of GPI approving the terms of the SunWest and Worcester Transaction in a general
       meeting and the requisite resolutions of the shareholders of GPI not being set aside by the court
       in accordance with section 115(7) of the Companies Act, 2008 (“the Companies Act”);

     - The shareholders of Sun International approving the placing of shares under the control of the
       directors of Sun International to give effect to an undertaking in terms of which, in the event that
       an offeror acquires 35% of the issued shares of Sun International, Sun International may be
       required to issue shares in Sun International to Tsogo in exchange for some or all of Tsogo's
       shares in SunWest and Worcester;

     - The release of the GPI Parties' shares in SunWest and Worcester from the security interests held
       over them;

     - The shareholders and directors of SunWest and Worcester passing the necessary resolutions for
       implementation of the SunWest and Worcester Transaction and any applicable notices of
       amendment to the SunWest and Worcester Memorandum of Incorporation (“MOI”) required to
       facilitate the creation of the A shares being filed in the manner prescribed in the Companies Act ;

     - Independent experts appointed by each of SunWest and Worcester in terms of section 114(2) of
       the Companies Act delivering to the respective boards and the shareholders of those companies
       the report referred to in section 114(3) of the Companies Act in respect of the specific repurchase
       of shares under the SunWest and Worcester Transaction;

     - The Western Cape Gambling and Racing Board providing their consent to the SunWest and
       Worcester Transaction;

     - To the extent required, obtaining all such approvals for the SunWest and Worcester Transaction
       that may be required by the JSE Limited (“the JSE”), the Takeover Regulation Panel (“TRP”)
       and/or any other applicable regulatory authorities; and

     - The SunWest and Worcester Transaction being approved by the Competition Authorities in terms
       of the Competition Act, 1998.

7.   CATEGORISATION OF THE SUNWEST AND WORCESTER TRANSACTION
     In terms of the Listings Requirements of the JSE, as the value of the SunWest and Worcester
     Transaction, in so far as it relates to GPI, exceeds 25% of GPI’s market capitalisation, it meets the
     definition of a category 1 transaction as contemplated in terms of section 9 of the Listings
     Requirements of the JSE. As a result, a general meeting of GPI shareholders will be convened and
     an ordinary resolution in respect of the SunWest and Worcester Transaction will be required to be
     approved by GPI shareholders at the general meeting.

8.   THE EFFECTIVE DATE OF THE SUNWEST AND WORCESTER TRANSACTION

     The SunWest and Worcester Transaction has an effective date three business days after the
     fulfilment or waiver, as the case may be, of the conditions precedent as set out in paragraph 6
     above. The conditions precedent are subject to a May 2015 long-stop date, although it is anticipated
     that they will be fulfilled or waived sooner than that.

B)   PROPOSED DIVESTMENT OF AN EFFECTIVE 5.6% SHAREHOLDING IN AFRISUN KZN
     PROPRIETARY LIMITED, TRADING AS THE SIBAYA CASINO AND ENTERTAINMENT
     KINGDOM

1.   SALIENT TERMS

     An agreement has been reached whereby Sun International through its wholly owned subsidiary Sun
     International (South Africa) Limited (“SISA”) will acquire from Grand Casino Investments KZN
     (Proprietary) Limited (“GCI KZN”), a wholly-owned subsidiary of GPI, a 24.9% interest in Dolcoast
     Investments Limited (“Dolcoast”), which effectively translates to an additional 5.6% of Afrisun KZN
     Proprietary Limited, operating as Sibaya Casino and Entertainment Kingdom (“Sibaya”), and 7.5% of
     Afrisun KZN Manco Proprietary Limited (“KZN Manco”) (“the Sibaya Transaction”).

     The purchase consideration is R130 million, to be settled in cash,.

2.   BACKGROUND ON DOLCOAST

     Dolcoast, an investment holding company, has an interest in Sibaya, which gives GCI KZN an
     effective shareholding of 5.6% in Sibaya and 7.5% in KZN Manco, a Sibaya management company.
     Sibaya is well-positioned between Umdloti and Umhlanga on the north coast of KwaZulu-Natal.

3.   RATIONALE FOR THE SIBAYA TRANSACTION

     The Sibaya Transaction is an opportunity for GPI to exit a minority investment at a compelling
     valuation. Furthermore, it is GPI’s strategy to acquire meaningful stakes in businesses in which it can
     add strategic value, and the investment in Dolcoast (and indirectly Sibaya Casino) no longer satisfies
     this criteria.

4.   UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE SIBAYA TRANSACTION

     As at the date of this announcement, the pro forma financial effects relating to the Sibaya
     Transaction have not yet been finalised and shareholders are hereby advised that the pro forma
     financial information will be announced in due course.

5.   APPLICATION OF THE PROCEEDS FROM THE SIBAYA TRANSACTION

     GPI will deploy the proceeds into new opportunities that meet GPI management’s target IRR and
     other strategic objectives. The lottery bid in particular is a key near-term focus for GPI with enormous
     potential for growth if successful. Cash will also be utilised to support and accelerate the growth of
     existing operations, particularly at BURGER KING® and related food assets. GPI remains lowly
     geared and it is not anticipated that the proceeds will be used to reduce gearing any further.
6. CONDITIONS PRECEDENT TO THE SIBAYA TRANSACTION

     The Sibaya Transaction is conditional upon the fulfilment or waiver, as the case may be, of inter alia,
     the following conditions precedent:

     -   SISA delivering a written notice confirming that it is satisfied with the outcome of the due
         diligence investigation on Dolcoast and its wholly-owned subsidiary;

     -   The requisite approval from the KwaZulu-Natal Gaming and Betting Board for the Sibaya
         Transaction (including any revisions to the MOI and shareholders agreement for Dolcoast)

     -   To the extent necessary the Sibaya Transaction being approved by the Competition Authorities in
         terms of the Competition Act, 1998;

     -   The remaining shareholders of Dolcoast waiving any rights (including but not limited to pre-
         emptive rights) in relation to SISA’s acquisition of the shares in Dolcoast;

     -   GCI KZN having passed a special resolution in terms of section 112(2) of the Companies
         Act,approving the terms of the Sibaya Transaction;

     -   To the extent required, all required regulatory approvals having been obtained;

     -   SISA does not, prior to the fulfilment of the other conditions precedent, give notice that SISA is
         aware of any material adverse change in the condition of Dolcoast or its wholly owned subsidiary;
         and

     -   A Sun International fairness opinion having been obtained from an independent expert indicating
         that the terms of the Sibaya Transaction are fair as contemplated in paragraph 10.7 of the
         Listings Requirements.

7.   CATEGORISATION OF THE SIBAYA TRANSACTION

     In terms of the Listings Requirements of the JSE, as the value of the Sibaya Transaction, exceeds
     5% of GPI’s market capitalisation but is less than 25%, it meets the definition of a category 2
     transaction as contemplated in terms of section 9 of the Listings Requirements of the JSE and
     accordingly, only requires an announcement to be made.

8.   EFFECTIVE DATE OF THE SIBAYA TRANSACTION

     The effective date of the Sibaya Transaction is 5 business days after the fulfilment or waiver, as the
     case may be, of the conditions precedent as set out in paragraph 6 above. The conditions precedent
     are anticipated to be fulfilled or waived by November 2014.

C)   PROPOSED DIVESTMENT OF A MATERIAL SHAREHOLDING IN GPI SLOTS PROPRIETARY
     LIMITED

1.   SALIENT TERMS

     An agreement has been reached whereby GPI will sell up to a 70% interest in GPI Slots Proprietary
     Limited (“GPI Slots”), a wholly-owned subsidiary of GPI, to SISA. GPI Slots is the holding company
     of all the limited payout gaming operations of GPI that own and operate Limited Payout Machines
     (“LPM’s”) (“the GPI Slots Transaction”).
The GPI Slots Transaction is to be effected as follows:

-   Acquisition of an initial 25.1% interest in GPI Slots (“Investment One”) for cash consideration of
    approximately R263 million, which includes the purchase consideration for both the shares and
    the proportionate share in the shareholder loan account. Such amount of R263 million
    ("Investment One Consideration") is subject to adjustment if there is a variance in the equity
    value of GPI Slots of 3% or greater as determined based on actual earnings before interest,
    taxation, depreciation and amortisation (“EBITDA”) achieved for the year ending 30 June 2014,
    taking into account the net debt of GPI Slots as at 30 June 2014. The shareholder loan account
    will have a purchase consideration equal to the face value of the loan account on the
                                                                        th
    implementation date of Investment One, being the later of the 5 business day following the day
    (a) on which all conditions precedent are fulfilled, or (b) on which the financial results of GPI Slots
    for the year ending 30 June 2014 are finalised. The effective date of Investment One is 1 July
    2014;

-   GPI has granted SISA an option to acquire additional GPI Slots shares and shareholder loan
    account for cash such that SISA’s total shareholding and shareholder loan account in GPI Slots
    post exercise of the option will be 50.1% (“Investment Two Option”). The Investment Two
    Option is exercisable within 30 days of the financial results of GPI Slots for the year ending 30
    June 2015 being finalised. If Investment Two Option is exercised, the effective date of the
    resulting sale ("Investment Two") will be 1 July 2015. Should Investment One not complete for
    any reason other than breach of warranties by GPI, the Investment Two Option cannot be
    exercised. The Investment Two purchase consideration will, in so far as the additional shares are
    concerned, be based on an equity value of GPI Slots determined by applying a 7.5 times EBITDA
    multiple to the actual EBITDA achieved by GPI Slots for the year ending 30 June 2015, after
    deducting therefrom net debt. The additional loan account will have a purchase consideration
    equal to the face value of the loan account on the implementation date of Investment Two; and

-   Provided that SISA exercises and implements the Investment Two Option, GPI has granted SISA
    a further option to acquire additional GPI Slots shares and shareholder loan account for cash
    such that SISA’s total shareholding and shareholder loan account in GPI Slots post exercise of
    the option will be 70.0% (“Investment Three Option”). The Investment Three Option is
    exercisable within 30 days of the financial results of GPI Slots for the year ending 30 June 2016
    being finalised. If the Investment Three Option is exercised, the effective date of the resulting sale
    ("Investment Three") will be 1 July 2016. The Investment Three purchase consideration will, in
    so far as the additional shares are concerned, be based on an equity value of GPI Slots
    determined by applying a 7.5 times EBITDA multiple to the actual EBITDA achieved by GPI Slots
    for the year ending 30 June 2016, after deducting therefrom net debt. The additional loan account
    will have a purchase consideration equal to the face value of the loan account on the
    implementation date of Investment Three.

GPI currently provides certain management and information and communications technology
services to GPI Slots for which it earns a monthly fee. A management and ICT services cancellation
agreement (“the Management and ICT Services Cancellation Agreement”) is to be entered into
between GPI and Sun International, whereby the existing management and ICT services agreement
between GPI and GPI Slots will be cancelled for a fee of R20 million (inclusive of any Value-Added
Tax) payable to GPI. The management services will be cancelled with effect from 1 July 2014 and
the ICT services will be cancelled thereafter as determined by the board of GPI Slots.
     Should SISA not exercise the Investment Two Option or if the Investment Two Option is exercised
     and closing of Investment Two does not take place (other than as a result of a breach by GPI), GPI
     will be entitled to a call option (“the Repurchase Call Option”) entitling GPI to repurchase the
     interest in GPI Slots held by SISA at that particular date (“the Repurchase Equity”). Similarly,
     should Sun International not exercise the Investment Three Option, GPI will be entitled to a further
     repurchase call option entitling GPI to repurchase the interest in GPI Slots held by SISA at that
     particular date.

     The purchase consideration payable in terms of the Repurchase Call Option will be an amount equal
     to the Investment One purchase consideration and, if applicable, the Investment Two purchase
     consideration paid by SISA to GPI plus R20 million.

2.   BACKGROUND ON GPI SLOTS

     GPI Slots is the holding company of all the limited payout gaming operations of GPI. LPM’s are
     gambling machines with a prescribed bet and prize and are principally located in bars, clubs and
     restaurants. GPI Slots owns and operates five LPM subsidiaries:

     -   Grand Gaming Western Cape (Pty) Ltd, trading as Grandslots in the Western Cape;
     -   Grand Gaming KwaZulu-Natal (Pty) Ltd, trading as Kingdomslots in KwaZulu-Natal;
     -   Grand Gaming Gauteng (Pty) Ltd, trading as Grand Gaming Slots in Gauteng;
     -   Grand Gaming Mpumalanga (Pty) Ltd, trading as Grand Gaming Slots in Mpumalanga; and
     -   Bohwa1 Gaming (Pty) Ltd, trading as Hot Slots in Gauteng.

     The LPM operator licences held by the subsidiaries jointly allow GPI Slots to operate a current
     maximum of 5,000 LPM’s.

     The acquisition of Gold Circle KwaZulu-Natal Slots (Pty) Ltd, trading as KZN Slots, who own a
     licence to operate 1,000 LPM’s and with 610 active LPM’s in KwaZulu-Natal, was announced by GPI
     on SENS on 6 March 2014. This transaction is currently subject to certain conditions precedent,
     which are to be fulfilled by 30 June 2014.

3.   RATIONALE FOR THE GPI SLOTS TRANSACTION

     The GPI Slots Transaction is an opportunity for GPI to maximise the long-term growth potential of
     GPI Slots and to realise significant value for shareholders today. GPI has achieved considerable and
     rapid growth in GPI Slots but recognises that the market is evolving and that future growth will be
     best achieved through partnership. GPI will retain a meaningful, non-operational stake (a minimum of
     30%) in GPI Slots and will therefore benefit from the new growth opportunities afforded by partnering
     with Sun International, which brings a substantial local and international platform to the business.

     GPI has identified a number of strategic advantages and opportunities to the GPI Slots Transaction,
     which are consistent with GPI’s strategy as an investment holding company:

     -   An opportunity to diversify GPI’s capital by deploying the proceeds of the GPI Slots Transaction
         into non-gaming assets. It is GPI’s strategy to maintain a diversified portfolio of investments, both
         in terms of sector and stage of the asset life-cycle, and a number of new investment opportunities
         have been identified;
     -   The GPI Slots Transaction will ensure that GPI’s operational involvement in GPI Slots – in terms
         of management time and human and financial capital – is appropriate to the stage of growth of
         the asset. The costs of holding the investment will therefore be minimised;

     -   GPI will be co-investing with the right long-term partner for the business. GPI Slots will be well-
         positioned to leverage Sun International’s expertise and infrastructure. In particular, GPI Slots will
         be positioned to expand operations internationally;

     -   The GPI Slots Transaction is expected to accelerate the growth of GPI’s gaming and betting
         machine manufacturing business, Grand Merkur. GPI has ambitions to establish this business as
         South Africa’s first gaming machine manufacturer, supplying both local and international markets;
         and

     -   An opportunity to lead the market in the development of new alternative gaming assets through
         collaboration with Sun International in GPI Slots.

4.   UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE GPI SLOTS TRANSACTION

     As at the date of this announcement, the pro forma financial effects of the GPI Slots Transaction in
     relation to GPI has not yet been finalised and shareholders are hereby advised that the pro forma
     financial information will be announced in due course.

5.   APPLICATION OF THE GPI SLOTS TRANSACTION PROCEEDS

     GPI will deploy the proceeds into new opportunities that meet GPI management’s target IRR and
     other strategic objectives. The lottery bid in particular is a key near-term focus for GPI with enormous
     potential for growth if successful. Cash will also be utilised to support and accelerate the growth of
     existing operations, particularly at BURGER KING® and other food related assets. GPI remains
     lowly geared and it is not anticipated that the proceeds will be used to reduce gearing any further.

6.   CONDITIONS PRECEDENT TO THE GPI SLOTS TRANSACTION

     Investment One and the grants of the Investment Two Option and the Investment Three Option are
     conditional upon the fulfilment or waiver, as the case may be, of inter alia, the following conditions
     precedent:

     -   GPI and Sun International obtaining the required approvals of their respective shareholders in
         general meeting, and any other required regulatory approvals including the approvals of the JSE,
         to the extent necessary;



     -   Sun International completing a due diligence on GPI Slots and its subsidiaries and delivering to
         GPI a written notice stating that Sun International is satisfied with the results of the due diligence;

     -   All relevant provincial Gambling Boards providing their consent to the GPI Slots Transaction;

     -   A Shareholders Agreement between GPI, GPI Slots and SISA and the Management and ICT
         Services Cancellation Agreement having been entered into and becoming unconditional in
         accordance with their respective terms;
     -   A revised MOI being adopted in respect of GPI Slots and each of its subsidiaries; and

     -   Investment One being approved by the Competition Authorities in terms of the Competition Act,
         1998.

     Investment Two is conditional upon the fulfilment or waiver, as the case may be, of inter alia, the
     following condition precedent:

     -   Investment Two being approved by the Competition Authorities in terms of the Competition Act,
         1998.; and

     -   All relevant Provincial Gambling Boards providing their consent for Investment Two to the extent
         that such consent is not obtained in advance.

     Investment Three is conditional upon the fulfilment or waiver, as the case may be, of the following
     condition precedent:

     -   All relevant Provincial Gambling Boards providing their consent for Investment Three to the extent
         that such consent is not obtained in advance.

7.   CATEGORISATION OF THE GPI SLOTS TRANSACTION

     In terms of the Listings Requirements of the JSE, as the value of the GPI Slots Transaction, in so far
     as it relates to GPI, exceeds 25% of GPI’s market capitalisation, it meets the definition of a category
     1 transaction as contemplated in terms of section 9 of the Listings Requirements of the JSE. As a
     result, a general meeting of GPI shareholders will be convened and an ordinary resolution in respect
     of the GPI Slots Transaction will be required to be approved by GPI shareholders at the general
     meeting.

8.   CIRCULAR

     A circular containing the full details of the SunWest and Worcester Transaction and the GPI Slots
     Transaction, incorporating a notice convening the required GPI general meeting will be posted to
     shareholders in due course and the date of the general meeting will be announced on SENS once
     the circular is posted.

9.   RENEWAL OF CAUTIONARY

     GPI shareholders are referred to the joint cautionary announcement released on SENS on 7 March
     2014 and the renewal of the joint cautionary announcement on 23 April 2014 and are advised that,
     due to the fact that the pro forma financial effects of the SunWest and Worcester Transaction, the
     Sibaya Transaction and the GPI Slots Transaction have not yet been announced, shareholders are
     advised to continue exercising caution when dealing in their securities until such time as the pro
     forma financial information of the aforementioned transactions have been announced.

By order of the board of directors of Grand Parade Investments Limited
Cape Town

13 May 2014



Advisor to GPI
Leaf Capital

Sponsor and corporate adviser to GPI
PSG Capital

Legal advisor to GPI
Bernadt Vukic Potash & Getz

Date: 13/05/2014 08:00:00 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.

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