GRAND PARADE INVESTMENTS LIMITED – Spur Shareholding Unbundling: Cash Payment for Fractional Rights – SENS

0
                            

Unbundling of Spur Shareholding: Cash Payment in Respect of Fractional Entitlements

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”)

UNBUNDLING OF SPUR SHAREHOLDING: CASH PAYMENT IN RESPECT OF FRACTIONAL
ENTITLEMENTS

Shareholders are referred to the announcements released by the Company on the Stock Exchange
News Service (“SENS”) on 10 May 2022 (“Declaration Announcement”), 30 May 2022 and
6 June 2022, regarding the unbundling of the Company’s shareholding of 8 447 731 Spur Shares,
comprising approximately 9,28% of the total issued share capital of Spur Corporation Limited (“Spur”)
(a company the shares of which are listed on the JSE), to Shareholders by way of a pro rata
distribution in specie, in the ratio of 1 Spur Share for every 56 GPI Shares held on the Unbundling
Record Date (“Distribution Ratio”).

Terms appearing in title case and that are not otherwise defined herein, shall bear the meanings
ascribed to those terms in the Declaration Announcement.

1. INTRODUCTION

1.1. The purpose of this announcement is to notify Shareholders of the payment of cash in respect
of fractional entitlements by the Company to Shareholders who may be entitled thereto.

1.2. The tax-related summary below represents general comments and is not intended to
constitute a complete analysis of the tax consequences for Shareholders, in terms of existing
South African tax law, of the Unbundling or of the payment of cash in respect of fractional
entitlements. It is not intended to be, nor should it be considered as legal or tax advice.
Neither GPI nor its associates, advisors, directors or employees can be held responsible for
the tax consequences of the Unbundling and therefore Shareholders are advised to consult
their own tax advisors in this regard.

2. IMPLEMENTATION OF THE UNBUNDLING

2.1. As indicated in the Declaration Announcement, under the Unbundling, Shareholders will
receive the Spur Distribution Shares in Dematerialised form only.

2.2. Accordingly, all Certificated Shareholders wishing to receive their Spur Distribution Shares
must appoint a CSDP under the terms of the Financial Markets Act, directly or through a
Broker, to receive the Spur Distribution Shares on their behalf.

2.3. The CSDP or Broker accounts of Dematerialised Shareholders or Certificated Shareholders
wishing to receive their Spur Distribution Shares in Dematerialised form will be updated to
reflect such shares on Monday, 20 June 2022, in accordance with the timetable contained in
the Finalisation Announcement.

2.4. Should a Certificated Shareholder not appoint a CSDP under the terms of the Financial
Markets Act, directly or through a Broker, to receive the Spur Distribution Shares on its
behalf, such Shareholder will be issued with a statement of allocation on Monday,
20 June 2022, reflecting its Spur Distribution Shares, by the Transfer Secretaries. Such
Shareholders can thereafter instruct the Transfer Secretaries to transfer their Spur
Distribution Shares, represented by the statement of allocation, to their appointed CSDP or
they can instruct the Transfer Secretaries to issue them with a share certificate at their risk
at any time following the Unbundling.

2.5. For further details in this regard or should Shareholders have any queries or require
assistance with the process, Shareholders may contact the Transfer Secretaries, at a
dedicated GPI hotline, at 011 870 8229.

2.6. If a Shareholder is in any doubt as to what action to take in respect of the Unbundling, such
Shareholder should consult its Broker, CSDP, banker, attorney or other professional advisor.
Alternatively, if a Shareholder is in any doubt, such Shareholder may contact the Transfer
Secretary at the dedicated hotline noted above or the Company for assistance by emailing
the following email address: [email protected] or calling 021 412 1408.

3. FRACTIONAL ENTITLEMENTS

3.1. The Cash Payment

3.1.1. As set out in the Declaration Announcement, where a Shareholder’s entitlement to the
Spur Distribution Shares in terms of the Unbundling, calculated in accordance with the
Distribution Ratio, gives rise to a fraction of a Spur Distribution Share, such fraction will
be rounded down to the nearest whole number, resulting in allocations of whole Spur
Distribution Shares and a cash payment to the Shareholder in respect of such fraction.
The aggregated fractions to which Shareholders would otherwise be entitled will not be
transferred to such Shareholders, but will instead be sold in the market for their benefit as
soon as practical after the Unbundling.

3.1.2. In accordance with the JSE Listings Requirements, the value of the Spur Distribution
Share to be utilised in determining the fractional cash payment due to a Shareholder is
1761.44823 cents, being the volume weighted average traded price of Spur Distribution
Shares on the JSE on Tuesday, 14 June 2022 (being the last day to trade, plus one
Business Day) less 10%.

3.1.3. Payment of the cash relating to such fractional entitlements will be made, on Monday
Monday, 20 June 2022, to the CSDP or Broker accounts of Dematerialised Shareholders
or to the bank accounts of Certificated Shareholders. Certificated Shareholders whose
bank account details are not held by the Transfer Secretaries, are requested to provide
such details to the Transfer Secretaries to enable payment of the cash amount due for
the aforementioned fraction of a Spur Distribution Share. Should no details be on record,
the funds will be held by the Company in trust until such time as the details have been
provided and the cash will thereafter be paid to the Shareholder upon its request without
interest, subject to the applicable laws of prescription.

3.2. Tax implications of the Cash Payment

3.2.1. Shareholders are informed that, as far as the tax implications of the cash payment of the
fractional entitlements are concerned, the receipt of the cash payment by Shareholders
will be subject to capital gains tax for Shareholders holding GPI Shares as capital assets
or, to income tax for Shareholders holding GPI Shares as trading stock or on revenue
account, as the case may be.

4. NON-RESIDENT SHAREHOLDERS

Shareholders who are non-resident for tax purposes in South Africa are advised to consult their
own professional advisors regarding the tax and regulatory treatment of the Unbundling in their
respective jurisdictions, having regard to the laws in their jurisdiction and any applicable tax
treaties that have been concluded between South Africa and their country of residence.

In particular, the distribution of Spur Distribution Shares to non-resident Shareholders may be
affected by the laws governing such non-resident Shareholders. It is the responsibility of those
Shareholders (including nominees, agents and trustees acting for the benefit of those
Shareholders) wishing to receive Spur Distribution Shares to fully satisfy themselves of the
requirements in those jurisdictions relating to the Unbundling, including the ability to receive
Spur Distribution Shares, whatever governmental and other consents must be obtained and to
pay transfer and other taxes in those jurisdictions, if applicable. Non-resident Shareholders are
obliged to comply with the laws of the foreign jurisdictions applying to them.

Cape Town
15 June 2022

Sponsor
PSG Capital

Advisor
Rand Merchant Bank

Date: 15-06-2022 11:00:00
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.

Share.

Comments are closed.