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Transfer to the General Segment of the Main Board of the JSE Limited
GRAND PARADE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/003548/06)
Share code: GPL
ISIN: ZAE000119814
Main Board – General Segment
("the Company" or "GPI")
TRANSFER TO THE GENERAL SEGMENT OF THE MAIN BOARD OF THE JSE LIMITED
1. INTRODUCTION
1.1. Shareholders are referred to the JSE Limited's ("JSE") decision to split its Main Board
into a Prime Segment and a General Segment ("Market Segmentation"), which came
into effect in September 2024.
1.2. The Market Segmentation forms part of the JSE's ongoing efforts to ensure that the
bourse is fair, efficient, transparent and competitive, with the General Segment
providing small and mid-cap JSE Main Board issuers with more bespoke listing
requirements, whilst maintaining investor confidence through disclosure and
appropriate safeguards.
1.3. Following prudent consideration of the Market Segmentation framework, the
Company's board of directors ("Board") resolved to apply to the JSE for its listing to
be transferred to the General Segment. The Board is pleased to announce that the
Company's application to transfer its listing to the General Segment has been
approved by the JSE with effect from Thursday, 10 April 2025. Consequently, GPI will
now be classified as being a primary issuer listed on the General Segment of the JSE
list from such date.
2. APPLICATION OF PARAGRAPH 4.62 OF THE JSE LISTINGS REQUIREMENTS
In terms of paragraph 4.62 of the JSE Listings Requirements ("JSE LRs"), classification on
the General Segment will allow the Company to apply the following:
2.1. The obligation to release a results announcement dealing with condensed financial
statements or annual financial statements/summary financial statements within three
months does not apply. Issuers are only required to release the annual report (which
includes the annual financial statement) through a results announcement within four
months.
2.2. No fairness opinion is required for related party corporate actions and transactions,
provided the related party corporate action agreement must be open for inspection for
a period of 14 days and the corporate action must be accompanied by a statement by
the independent members of the Board dealing with certain matters specified in
paragraph 4.62 of the JSE LRs.
2.3. Subject to the restrictions referred to in paragraphs 3.1.2 and 3.1.3 below, in respect
of a specific authority to repurchase securities from parties other than related parties,
no shareholders' approval in terms of paragraph 5.69(b) of the JSE LRs is required
provided it does not exceed 20% of the issuer's share capital in any one financial year.
2.4. Subject to the restriction referred to in paragraph 3.1.3 below, in respect of a general
authority to repurchase securities, no shareholders' approval in terms of
paragraph 5.72(c) of the JSE LRs is required.
2.5. A pre-listing statement is only triggered for share issuances exceeding 100% over a
three-month period.
2.6. Two years' historical financial information is required for the subject of a category 1
transaction in terms paragraph 8.4 of the JSE LRs.
2.7. The preparation of pro forma financial information is not required for transactions and
corporate actions, but rather a detailed narrative must be provided on the impact of the
transaction/corporate action on the financial statements.
2.8. Shareholders' approval and a circular are not required for transactions by a subsidiary
of the issuer that is listed on the of the JSE.
2.9. The threshold for the categorisation of a transaction as category 1, in terms
paragraph 9.5(b) of the JSE LRs is increased to a percentage ratio of 50%;
accordingly, a transaction where the percentage ratio is 5% or more, but less than
50%, will be categorised as a category 2 transaction.
2.10. The material shareholder definition percentage ratio is increased to 20%.
2.11. The threshold for the categorisation of a transaction as a small-related party
transaction is increased to a percentage ratio of less than or equal to 10% but
exceeding 3%.
3. RESTRICTIONS IN GPI'S MOI
3.1. Shareholders are advised that, save as set out below, there are no provisions in the
Company's memorandum of incorporation ("MOI") that prohibit or limit the application
of the General Segment provisions in paragraph 4.62 of the JSE LRs:
3.1.1. Clause 6.7.2 of the MOI prohibits the Company (subject to certain exceptions) from
issuing shares without shareholder approval, either by way of a general authority or
a specific authority. Accordingly, the MOI limits GPI's application of
paragraph 4.62(c) of the JSE LRs, which would otherwise have permitted a general
issuance of shares for cash, without shareholder approval (subject to certain
provisions), of up to 10% of the Company's issued share capital as at the date of
each annual general meeting ("AGM").
3.1.2. Clause 19.4.1 of the MOI limits GPI's application of paragraph 4.62(d) of the
JSE LRs in respect of a specific authority to repurchase securities in that the
Company must also obtain shareholder approval for the acquisition of its own
shares from a prescribed officer of the Company or a person related to a prescribed
officer, where such prescribed officer is not a related party in terms of the JSE LRs.
For clarity, while this provision is a limitation as compared to the specific repurchase
requirements under the JSE LR applicable to General Segment listings, the
shareholder approval required in terms of clause 19.4.1 is in any event required in
terms of section 48 of the Companies Act (as amended).
3.1.3. Clause 19.4.2 of the MOI, which limits GPI's application of paragraphs 4.62(d) and
(e) of the JSE LRs in respect of a specific authority and/or a general authority to
repurchase securities, in that the acquisition by the Company of its own shares is,
inter alia, subject to the approval of the Company's shareholders by a special
resolution in accordance with the provisions of sections 114 and 115 of the
Companies Act; if, considered alone or together with other transactions in an
integrated series of transactions, it involves the acquisition by the Company of more
than 5% of the issued shares of any particular class of the Company's shares.
3.2. Accordingly, the Company's application of (i) paragraph 4.62(c) of the JSE LRs will be
prohibited; and (ii) paragraphs 4.62(d) and (e) of the JSE LRs will be limited as set out
above, until such limitations have been removed from the MOI.
4. CONTINUING APPLICATION
4.1. The provisions of paragraph 4.62 of the JSE LRs, as set out above, have the specified
different application to the General Segment, with the remainder of the provisions of
the JSE LRs continuing to apply to GPI.
4.2. Furthermore, where applicable, the existing general authorities provided by
shareholders under the Prime Segment at the Company's 2024 AGM will remain in
force until the next AGM, after which the relevant provisions of paragraph 4.62 of the
JSE LRs will apply.
Cape Town
8 April 2025
Sponsor
PSG Capital
Date: 08-04-2025 12:00:00
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