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Declaration of Special Dividend
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”)
DECLARATION OF SPECIAL DIVIDEND
1. INTRODUCTION
Shareholders are referred to the circular to shareholders issued on Friday, 12 March
2021 (“Circular”) and the Company’s various announcements regarding the proposed
transaction in which the Company’s wholly-owned subsidiaries, Grand Foods
Investments 1 Proprietary Limited and Grand Foods Proprietary Limited, will sell all of
the shares they hold in Burger King South Africa (RF) Proprietary Limited (“BKSA”) and
Grand Foods Meat Plant Proprietary Limited (“GFMP”), respectively, to an affiliate of
ECP Africa Fund IV LLC and ECP Africa Fund IV A LLC (“ECP”) (“Disposal”), in
particular the announcement published on 22 February 2021. At the Company’s general
meeting held on Thursday, 15 April 2021, the Disposal was approved by 99.28% of votes
exercised on the applicable resolution.
On Wednesday, 3 November 2021 (“Closing Date”), the Company published an
announcement on SENS advising shareholders that the remaining outstanding
conditions had been fulfilled or waived (as the case may be) and, accordingly, that the
Disposal had become unconditional and will be implemented in accordance with its
terms.
On the Closing Date, and in accordance with the terms and conditions of the Disposal,
the Company received the first tranche purchase consideration in the sum of
R465 407 547 from ECP in cash (“First Tranche Purchase Consideration”).
In line with the announcement of 22 February 2021 and the Circular, the Company has
used a portion of the First Purchase Consideration received by it to settle certain tax
obligations arising from the Disposal and will use approximately R88 000 000 of the First
Tranche Purchase Consideration to partially settle its debt. In addition, the Company will
distribute the balance of the First Tranche Purchase Consideration to shareholders by
way of a special dividend.
2. DECLARATION OF SPECIAL DIVIDEND
Shareholders are hereby advised that the board of directors of the Company has,
accordingly approved and declared a special gross dividend of 88.0 cents per share,
from income reserves (“Special Dividend”), being the largest dividend ever declared by
the Company.
The declaration of the Special Dividend follows the successful implementation of the
sale of GPI’s interests in BKSA and GFMP, which marks an important step in the group’s
strategy to unlock value through a controlled sale of assets and to return capital to
shareholders.
The declaration of the Special Dividend is subject to the condition that the required
exchange control approval be obtained from the South African Reserve Bank.
The Special Dividend amount, net of South African dividend tax of 20%, is 70.4 cents
per share for those shareholders who are not exempt from dividend tax or who are not
subject to a reduced rate in terms of any applicable agreement for the avoidance of
double taxation between South Africa and such shareholders’ country of residence.
There are 470 022 741 no par value GPI ordinary shares in issue on this declaration
date. The Company’s income tax number is 9037038024.
Any shareholder who is in doubt as to his/her tax status or position or any other matter,
including, inter alia, any applicable exchange control requirement, should consult an
appropriate independent professional advisor in the relevant jurisdiction without delay.
3. SALIENT DATES
The salient dates for the Special Dividend are as follows:
Finalisation announcement expected to be Tuesday, 23 November 2021
released by 11:00 a.m. on
Last day to trade cum dividend expected to be on Tuesday, 30 November 2021
Trading ex dividend commences expected to be Wednesday, 1 December 2021
on
Record Date expected to be on Friday, 3 December 2021
Payment date expected to be on Monday, 6 December 2021
Notes: If the finalisation date has not occurred by Tuesday, 23 November 2021, an
updated timetable will be published on SENS.
Share certificates may not be dematerialised or rematerialized between Wednesday,
1 December 2021 and Friday, 3 December 2021, both dates inclusive.
Certificated shareholders should note that dividend payments no longer occur by cheque
and will only be paid via electronic transfer into the bank accounts of certificated
shareholders, whose banking details are held by the Company’s transfer secretaries,
Computershare Investor Services (Proprietary) Limited. 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 Special
Dividend to be made to them. The manner of payment to dematerialised shareholders
remains unchanged.
Cape Town
11 November 2021
Corporate Adviser and Sponsor
PSG Capital
Date: 11-11-2021 09:15:00
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