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Distribution of Circular Announcement
GRAND PARADE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/003548/06)
JSE share code: GPL
ISIN: ZAE000119814
("GPL" or the "Company")
and
GMB LIQUIDITY CORPORATION
PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2022/587629/07)
("GMB" or the "Offeror")
DISTRIBUTION OF CIRCULAR ANNOUNCEMENT
1. INTRODUCTION
1.1 GPL Shareholders are referred to the Firm Intention Announcement released on SENS on
Wednesday, 9 November 2022, by the Offeror and GPL setting out the terms of the Offeror's
firm intention to propose the Mandatory Offer to GPL Shareholders. The circular detailing the
Mandatory Offer (“Circular”) is being distributed to GPL Shareholders today,
15 December 2022.
1.2 All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Circular.
2. SUMMARY OF THE OFFER
2.1 GPL Shareholders were advised in the Firm Intention Announcement that GPL had received
a notification from GMB that GMB had acquired additional GPL shares, such that GMB’s total
beneficial interest had surpassed 35% of the Company’s issued ordinary share capital (net
of Treasury Shares).
2.2 As such, the Offeror has proceeded with a Mandatory Offer to all GPL Shareholders to
acquire their ordinary shares in GPL, as contemplated in section 123 of the Companies Act,
for a cash consideration of R3.33 per Mandatory Offer Share.
2.3 The Mandatory Offer is an affected transaction as defined in section 117 of the Companies
Act. Therefore, the Mandatory Offer is regulated by the Companies Act, the Companies
Regulations, and the TRP.
3. THE MANDATORY OFFER CONDITIONS
3.1 Implementation of the Mandatory Offer is subject to the fulfilment of the following conditions
("Mandatory Offer Conditions") by no later than 28 April 2023:
3.1.1 all approvals, consents and/or waivers from the applicable South African regulatory
authorities as may be required in order for the Mandatory Offer to be implemented (other
than the issue of the compliance certificate by the TRP as contemplated in paragraph
3.1.2) have been obtained, including, to the extent required, approval/s of the Competition
Commission and/or Competition Tribunal and the relevant gambling authorities
("Regulatory Authorities"), provided that if such approvals are granted conditionally, this
Mandatory Offer Condition shall not be regarded as having been fulfilled unless before
such date GMB gives notice to the Company to the effect that such conditions and terms
are acceptable to GMB; and
3.1.2 the TRP has issued a compliance certificate in relation to the Mandatory Offer in terms of
section 119(4)(b) of the Companies Act.
3.2 The Mandatory Offer Conditions are not capable of being waived but the time and/or date for
fulfilment of these Mandatory Offer Conditions may be extended from time to time as may be
agreed in writing between the Offeror and the relevant Regulatory Authorities, to the extent
required.
3.3 An announcement will be released on SENS as soon as practicable after all the Mandatory
Offer Conditions have been fulfilled, if the Mandatory Offer Conditions are not fulfilled
timeously, or if the time and/or date for fulfilment of the Mandatory Offer Conditions is
extended.
4. INDEPENDENT EXPERT’S OPINION
4.1 The Independent Board, comprised of independent non-executive Directors of GPL, has
appointed KPMG Services (Proprietary) Limited as independent expert (“Independent
Expert”), to provide appropriate external advice in the form of a fair and reasonable opinion
in relation to the Offer.
4.2 The Independent Expert has determined that the Offer Consideration is fair and reasonable
to GPL Shareholders, for the reasons and on the basis set out in the Independent Expert’s
Report, a copy of which is annexed to the Circular.
4.3 The Independent Board, after due consideration of the terms and conditions of the Offer and
the Independent Expert's Report, has determined that it will place reliance on the valuation
performed by the Independent Expert for the purposes of reaching its own opinion regarding
the Offer and Offer Consideration, as contemplated in Regulation 110(3)(b) of the Takeover
Regulations. The Independent Board has formed a view of the range of the fair value of the
GPL Shares, which accords with the valuation range contained in the Independent Expert's
Report.
4.4 The Independent Board, after taking into consideration the opinion of the Independent
Expert, is unanimously of the opinion that the terms and conditions of the Offer are fair and
reasonable to GPL Shareholders. Accordingly, the Independent Board recommends to GPL
Shareholders that they accept the Offer.
4.5 GPL Shareholders are referred to the Circular, which contains additional detail regarding the
views of the Independent Board.
5. DISTRIBUTION OF THE CIRCULAR
5.1 As indicated above, the Circular is being distributed to GPL Shareholders today,
15 December 2022.
5.2 The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
sponsor, PSG Capital, from 15 December 2022 until the Closing Date (both days inclusive).
A copy of the Circular will also be available on the Company’s website
(www.grandparade.co.za).
6. IMPORTANT DATES AND TIMES
Record Date in order for GPL Shareholders to be eligible to
Friday, 9 December 2022
receive the Circular on
Circular posted to GPL Shareholders and announced on
Thursday, 15 December 2022
SENS
Opening Date of the Offer, at 09:00 on Monday, 19 December 2022
Anticipated date for receipt of approval from Regulatory
Tuesday, 14 March 2023
Authorities and Offer becoming unconditional
Finalisation Date announced on SENS Wednesday, 15 March 2023
Last day to trade to take up the Offer Tuesday, 28 March 2023
Shares trade "ex" the Offer Wednesday, 29 March 2023
Record date to determine which shareholders may accept the Friday, 31 March 2023
Offer
Expected Closing Date of the Offer, at 12:00 on Friday, 31 March 2023
Results of Offer to be announced on SENS Monday, 3 April 2023
Offer Consideration Settlement Date Monday, 3 April 2023
Notes:
1. The above dates and times are subject to amendment at the discretion of the Offeror with the
approval of the TRP and the JSE, where required and the GPL Board, and may be subject to
certain regulatory approval(s). Any such amendment will be released on SENS.
2. Although the important dates and times are subject to change, such statement may not be
regarded as consent or dispensation for any change to the time period which may be required in
terms of the Takeover Regulations, where applicable, and any such consent or dispensation must
be specifically applied for and approved by the TRP.
3. The Mandatory Offer is subject to the fulfilment of certain conditions precedent. The process and
the potential impact that such approval requirement may have on the Closing Date of the
Mandatory Offer is set out in paragraph 6.6 of the Circular.
4. An announcement will be released on SENS that the Offer has become unconditional, one
Business Day after the date on which the last of the Conditions Precedent has been fulfilled. Such
announcement may impact the Closing Date of the Mandatory Offer as the Mandatory Offer must
remain open for at least 10 Business Days from the date of such announcement.
5. The abovementioned dates and times are South African dates and times. All references to days
are to Business Days.
6. Offerees should note that acceptance of the offer will be irrevocable.
7. The Offer Consideration will be settled by the Transfer Secretaries on the later date of either six
Business Days after the Finalisation Date or every Monday on the applicable Offer Consideration
Settlement Date which shall be within six Business Days of acceptance. If the Offer Consideration
Settlement Date is a public holiday, then settlement of the Offer Consideration will be made on
the first Business Day following the public holiday. The final settlement of the Offer Consideration,
subject to the Extended Offer Period contemplated at paragraph 6.3 of the Circular, will be made by no later than close of business on Monday, 3 April 2023.
8. Share certificates may not be dematerialised or rematerialized from 29 March 2023 to
31 March 2023, both dates inclusive.
7. ACTION REQUIRED BY GPL SHAREHOLDERS
7.1 GPL Shareholders should carefully consider the “Action Required by Shareholders” section of
the Circular for further details of the steps to be followed to accept / reject the Offer.
7.2 If you are in any doubt as to the action you should take, you should consult your Broker, banker,
CSDP, attorney, accountant, or other professional advisor immediately.
8. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this
announcement insofar as it relates to GPL and the Mandatory Offer. To the best of their
collective knowledge and belief, the information contained in this announcement is true and this
announcement does not omit anything likely to affect the importance of the information.
9. OFFEROR RESPONSIBILITY STATEMENT
The Offeror accepts responsibility for the information contained in this announcement insofar
as it relates to detail around the Offeror and the Mandatory Offer. To the best of its knowledge
and belief, the information contained in this announcement is true and this announcement does
not omit anything likely to affect the importance of the information.
Cape Town
15 December 2022
FINANCIAL ADVISER TO GPL
Rand Merchant Bank, a division of FirstRand Bank Limited
SPONSOR TO GPL
PSG Capital Proprietary Limited
LEGAL ADVISER TO GPL
Clyde & Co LLP
LEGAL ADVISER TO GMB
Solaris Law Proprietary Limited
Date: 15-12-2022 02:45:00
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