Pro Forma Financial Effects Relating To The Sunwest And Worcester Transaction And Withdrawal Of Cautionary 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 RELATING TO THE SUNWEST AND WORCESTER TRANSACTION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Shareholders of Grand Parade Investments Limited (“GPI”) are referred to the terms announcement released on SENS on Monday, 4 April 2016 (“the Announcement”) relating to the disposal by GPI and Sun International Limited of a 10% interest each in SunWest International Proprietary Limited (“SunWest”) (in the case of GPI a 10% economic interest and 19.96% voting interest) and a 10% interest each in Worcester Casino Proprietary Limited (“Worcester”) to Tsogo Sun Gaming Proprietary Limited (“the Transaction”). In accordance with the Announcement, the outstanding pro forma financial effects of the Transaction is disclosed below. 2. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION The consolidated pro forma financial effects of the Transaction, 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 Transaction. 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 2015 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 2015. 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 2015. Results for Change the six Pro forma (%) months ended results 31 December after the 2015 Transaction Net asset value per share (cents) 492 524 7% Net tangible net asset value per share (cents) 468 500 7% Earnings per share (cents) 5.67 37.46 561% Headline earnings per share (cents) 2.05 1.15 (44%) Number of shares in issue (‘000)(excluding treasury shares) 472,971 472,971 - Weighted number of shares in issue (‘000) (excluding treasury shares) 471,584 471,584 - ASSUMPTIONS: The following assumptions have been used determination of the pro forma results: a) The hurdle rates used to determine the cash payments, for the disposal of 10% of SunWest and Worcester respectively, have been met and no adjustment to the ppurchase consideration of R 675.0 million has been made. Based on the current performance of SunWest and Worcester, GPI management’s view is that it is unlikely there will be a significant adjustment to the purchase consideration. b) The capital contribution to Worcester of R 30.1 million, which took place during October 2015, is included in the unadjusted and unaudited results for the six months ended 31 December 2015; however, this has not been taken into account in the determination of the profit on sale recognised as an adjustment to the statement of comprehensive income. c) GPI’s management is currently negotiating with its funders to restructure certain of its debt facilities and it is their intention to utilise the cash received from the Transaction to reduce existing debt facilities by R 172.6 million over 18 equal monthly repayments of R 9.59 million thereafter. The aforementioned is subject to the approval of the relevant lenders. d) The CGT base cost of the 10% holding in SunWest is R 208.0 million. e) The CGT base cost of the 10% holding in Worcester is R 47.7 million. f) Imputed interest on deferred payments has been calculated using GPI’s primary lending rate of 9.49%. g) Where applicable the tax rate has been assumed at 28% for income tax and 18.67% for CGT. It has also been assumed that taxes will be payable at the end of the financial year, in June 2016, and have therefore been recognised as a payable under current liabilities in the statement of financial position. h) The disposal of Worcester and SunWest took place on 1 July 2015 when determining the effect of the Transaction on the statement of comprehensive income. i) The disposal of Worcester and SunWest took place on 31 December 2015 when determining the effect of the Transaction on the statement of financial position. j) The breakdown of the purchase consideration can be analysed as follows: SunWest Worcester Total Net Transaction 642 461 538 32 538 462 675 000 000 proceeds (tax consideration) Imputed interest (36 640 426) (1 855 711) (38 496 137) Accounting 605 821 112 30 682 750 636 503 863 consideration k) 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 cautionary announcement included in the Announcement and are hereby advised that since the pro forma financial effects relating to the 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 10 May 2016 Legal Advisor to GPI Bernadt Vukic Potash & Getz Sponsor & Transaction Advisor PSG Capital Date: 10/05/2016 05:02:00 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. 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