GRAND PARADE INVESTMENTS LIMITED - Specific Issue Of Shares

Specific Issue Of Shares

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")

SPECIFIC ISSUE OF SHARES

1. Introduction

GPI has entered into transaction agreements on 5 August 2024 in terms of which the GPI
Women's BBBEE Empowerment Trust (being a B-BBEE ownership entity) ("BEE Women's
Trust"), will purchase 8,310,834 GPI shares ("BEE Specific Issue Shares") from GPI's wholly
owned subsidiary, GPI Management Services Proprietary Limited ("GPI Management
Services"). The consideration payable by the BEE Women's Trust for the BEE Specific Issue
Shares, is an amount equal to R3.39 per GPI Share, equal to the 30 day volume weighted
average trading price of GPI Shares on the JSE, for the 30 day period ending on the trading
day prior to 5 August 2024, equating to a total purchase price of R28 173 727.26 ("BEE
Specific Issue").

The acquisition by the BEE Women's Trust of the BEE Specific Issue Shares, will be funded
by a capital contribution of R28 173 727.26 ("Capital Contribution") made to the BEE
Women's Trust by Rilapath Proprietary Limited, a wholly owned subsidiary of GPI ("BEE
Funding").

2. Rationale and Financial Effects

The BEE Women's Trust was registered in 2013 to establish a broad-based ownership
scheme to benefit Black women as well as to ensure and maintain the Company's Black
ownership status and support the sustainability of the Company's business in the South
African business environment. The BEE Women's Trust utilises the proceeds it derives from
its shareholding in GPI to uplift and develop Black females who live in the communities in
which GPI's businesses and investee companies operate.
In addition to the benefit attained by the persons and communities uplifted by the BEE
Women's Trust, the BEE Women's Trust's shareholding in GPI serves to increase and
entrench the level of Black ownership in GPI, thereby benefiting all shareholders given GPI's
status as an empowerment company.
The shares held by GPI Management Services and the BEE Women's Trust are each
classified as treasury shares in GPI's consolidated financial statements. The treasury shares
held in GPI Management Services will decrease by the number of shares purchased by the
BEE Women's Trust. There will be no change in the aggregate number of GPI treasury shares
held and the BEE Specific Issue will have no effect on GPI's most recent published results.


3. Conditions Precedent
The implementation of the BEE Specific Issue is subject to the fulfilment or, where
appropriate, waiver (as applicable) of the conditions precedent set out in the transaction
agreements, being that:

   •   the requisite GPI shareholder approval of the BEE Specific Issue and the BEE Funding
       are obtained;
   •   the amendment of the trust deed of the BEE Women's Trust to enable it to receive and
       repay the Capital Contribution as contemplated in the transaction agreements; and
   •   all requisite GPI group board approvals having been obtained in respect of the BEE
       Specific Issue and BEE Funding.

4. Circular and Notice of General Meeting

In terms of paragraph 5.51(g) of the JSE Listings Requirements, the BEE Specific Issue
requires the approval by way of an ordinary resolution (requiring at least a 75% majority of the
votes cast in favour of such resolution) by all GPI shareholders present or represented by
proxy at a general meeting, excluding the BEE Women's Trust and its associates.

Furthermore, section 44(3)(a)(ii) of the Companies Act, No 71 of 2008 (as amended)
("Companies Act"); requires that a company obtain the authorisation of its shareholders prior
to providing any party with direct or indirect financial assistance for the acquisition or
subscription of its shares and section 45(3)(a)(ii) of the Companies Act requires that a
company obtain the authorisation of its shareholders prior to providing any direct or indirect
financial assistance to any related company or person that is related to the company.
A circular containing full details and a notice convening a general meeting at which
shareholders will be requested to approve the BEE Specific Issue and BEE Funding and
accompanying resolutions, will be distributed in due course.

Cape Town
6 August 2024


   Transaction Advisor and              Legal Adviser              Independent Reporting
          Sponsor                                                 Accountants and Auditors
       PSG Capital                       CDH                             Moore

Date: 06-08-2024 09:50:00
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.