A) PROPOSED DIVESTMENT OF SHAREHOLDINGS IN SUNWEST AND WORCESTER
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1 GRAND PARADE INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/003548/06) Share code: GPL ISIN: ZAE ( 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 shareholding before the SunWest and Worcester Transaction Effective economic shareholding after the SunWest and Worcester Transaction SISA Parties 71.6% 56.7%
2 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 shareholding before the SunWest and Worcester Transaction Effective economic shareholding after the SunWest and Worcester 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.
3 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, CATEGORISATION OF THE SUNWEST AND WORCESTER TRANSACTION
4 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.
5 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 preemptive 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 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 ).
6 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 The shareholder loan account will have a purchase consideration equal to the face value of the loan account on the implementation date of Investment One, being the later of the 5 th 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 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 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.
7 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 This transaction is currently subject to certain conditions precedent, which are to be fulfilled by 30 June 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;
8 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 wellpositioned 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;
9 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, 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
10 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
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