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Grand Parade Investments Limited (JSE:GPL) News - Finalisation Announcement in Respect of the Unbundling of Spur Shareholding
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”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE UNBUNDLING OF SPUR SHAREHOLDING
1. INTRODUCTION
1.1. Shareholders are referred to the announcement released by the Company on the Stock
Exchange News Service (“SENS”) on 10 May 2022 (“Declaration Announcement”) and the
further update announcement on 30 May 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”),
subject to the fulfilment of the Condition Precedent.
1.2. Terms appearing in title case and that are not otherwise defined herein, shall bear the
meanings ascribed to those terms in the Declaration Announcement.
1.3. GPI is pleased to announce that the required exchange control approval for the declaration of
the distribution in specie in terms of the Unbundling has been obtained from the Financial
Surveillance Department of the South African Reserve Bank and that, accordingly, the
Condition Precedent has now been fulfilled.
1.4. Accordingly, the salient dates for the Unbundling, are amended as follows:
2022
Last day to trade GPI Shares in order to be recorded in the Register Monday, 13 June
to participate in the Unbundling expected to be on
Trading ex entitlement to participate in the Unbundling expected to Tuesday, 14 June
commence on
Announcement in respect of the cash value of fractional Wednesday, 15 June
entitlements applicable to the Unbundling to occur by 11:00 a.m. on
Unbundling Record Date to be on Friday, 17 June
Announcement of closing share price to occur after market close on Friday, 17 June
the Unbundling Record Date to be
Payment Date (CSDP or Broker accounts updated to reflect the Monday, 20 June
Spur Distribution Shares, alternatively, statements of allocation
issued in respect of applicable Spur Distribution Shares)
Note:
(i) Share certificates may not be Dematerialised or rematerialised between Tuesday, 14 June 2022 and Friday,
17 June 2022, both dates inclusive.
2. FURTHER INFORMATION REGARDING THE UNBUNDLING
2.1. Implementation of the Unbundling
2.1.1. Under the Unbundling, Shareholders will receive the Spur Distribution Shares in
Dematerialised form only.
2.1.2. Accordingly, all Certificated Shareholders wishing to receive their Spur Distribution Shares
in Dematerialised form 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.
2.1.3. 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 Shareholders will be issued with a statement of allocation, reflecting its Spur
Distribution Shares that were Unbundled to them, 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 can instruct the Transfer Secretaries to issue them with a share certificate at any time
following the Unbundling.
2.1.4. 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.
2.1.5. 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: investor-relations@grandparade.co.za or calling
021 412 1408.
2.2. Fractional Entitlements
2.2.1. 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 in respect of
the fraction to such Shareholder. The fractional entitlements will be delivered in aggregate
to each CSDP, and they will be responsible for the payment of the cash fractional payment
to Shareholders, which will be funded from the disposal of the fractional entitlements to
which they are entitled on the market.
2.2.2. In accordance with the JSE Listings Requirements, the weighted average traded price for
a Spur Distribution Share on the last day to trade, plus one business day currently Tuesday,
14 June 2022, less 10% will be used to calculate the cash value of the respective fractions
of Spur Distribution Shares to be paid to the applicable Shareholders. The cash value in
respect of the fractions of Spur Distributions Shares will be announced on SENS on the
day immediately preceding the Unbundling Record Date, which is currently anticipated to
occur on Wednesday, 15 June 2022.
2.2.3. 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 fraction will thereafter be paid to
the Shareholder upon its request without interest, subject to the applicable laws of
prescription.
2.3. Tax Considerations in relation to the Unbundling
2.3.1. The following summary describes the salient South African income tax considerations
generally applicable to the Unbundling. This summary is based on the current provisions
of the Income Tax Act, No. 56 of 1962 (“Income Tax Act”), and the prevailing practice
adopted by the South African Revenue Service (“SARS”) published in writing prior to the
date hereof.
2.3.2. This summary is of a general nature only and is not intended to be legal or tax advice to
any particular Shareholder. This summary is not exhaustive of all South African income tax
considerations that should be taken into account by a Shareholder. Accordingly,
Shareholders should consult their own tax advisors as to the tax consequences under the
tax laws of the country of which they are resident or otherwise subject to tax by participating
in the Unbundling.
2.3.3. The Unbundling of Spur Shares will constitute a dividend in specie subject to dividends tax,
to the extent applicable. GPI will also be liable for capital gains tax on the difference
between the market value of the Spur Distribution Shares and their base cost in the hands
of GPI.
2.3.4. When a company that is a resident declares and pays a dividend, to the extent that the
dividend consists of a distribution of an asset in specie, section 64EA of the Income Tax
Act provides that the liability for the dividends tax rests on the company declaring the
dividend, and not on the beneficial owners of the shares, as is the case in a cash
distribution.
2.3.5. Accordingly, GPI is liable for dividends tax at the rate of 20% on the market value of the
Spur Distribution Shares distributed to Shareholders. However, the dividends tax liability
of GPI on the Unbundling will be reduced by the following amounts:
2.3.5.1. The Unbundling of the Spur Distribution Shares to a Shareholder that is exempt from
dividends tax and has timeously before the Spur Distribution submitted the declarations
and undertakings to GPI in terms of section 64FA(1) of the Income Tax Act (“Form I”);
and
2.3.5.2. The Unbundling of the Spur Distribution Shares to a Shareholder that is not tax resident
in South Africa and is subject to dividends tax at a reduced rate as a result of the
application of an agreement for the avoidance of double taxation concluded between
South Africa and a foreign country (“Treaty”), which has timeously submitted the
declarations and undertakings to GPI in terms of 64FA(2) of the Income Tax Act (“Form
II”),
(collectively, the “Reductions”).
2.3.6. The Company will settle the tax liability due in respect of the Unbundling out of its own
funds.
2.3.7. In order for GPI to determine its liability for dividends tax on the Unbundling, Shareholders
that qualify for the Reductions, are required to submit to GPI their duly completed Form of
Declaration and Undertaking (Forms I and II) before 23:59 on Friday, 17 June 2022 by
email to declarations@grandparade.co.za.
2.3.8. Form I and Form II are available on the GPI company website on the following link
https://thevault.exchange/?get_group_doc=13/1654261141-GPItaxdeclarationform.pdf
ACTION REQUIRED BY SHAREHOLDERS TO WHOM THE REDUCTIONS APPLY
2.3.9. Shareholders to whom the Reductions apply are strongly encouraged to duly complete and
sign the relevant required Form of Declaration and Undertaking (as applicable), available
on the GPI company website at declarations@grandparade.co.za, and submit same to GPI
before 23:59 on Friday, 17 June 2022.
2.3.10. Examples of South African resident Shareholders who are exempt from dividends tax are
the following:
a company which is a resident; or
the government of the Republic of South Africa in the national, provincial or local sphere; or
a public benefit organisation approved by the Commissioner in terms of section 30(3) of the
Income Tax Act; or
a trust contemplated in section 37A of the Income Tax Act; or
an institution, board or body contemplated in section 10(1)(cA) of the Income Tax Act; or
a fund contemplated in section 10 (1)(d)(i) or (ii) of the Income Tax Act; or
a person contemplated in section 10(1)(t) of the Income Tax Act; or
a holder of shares in a registered micro business, as defined in the Sixth Schedule of the Act, paying
that dividend, to the extent that the aggregate amount of dividends paid by that registered micro
business to all holders of shares in that registered micro business during the year of assessment in
which that dividend is paid does not exceed the amount of R200 000; or
a small business funding entity as contemplated in section 10(1)(cQ) of the Income Tax Act;
or
a person that is not a resident and the dividend is a dividend contemplated in paragraph (b)
of the definition of "dividend" in section 64D of the Income Tax Act; or
any person to the extent that the dividend constitutes income of that person; or
any person to the extent that the dividend was subject to the secondary tax on companies;
or
any fidelity or indemnity fund contemplated in section 10(1)(d)(iii) of the Income Tax Act; or
a natural person or deceased estate or insolvent estate of that person in respect of a
dividend paid in respect of a tax free investment as contemplated in section 12T(1) of the
Income Tax Act.
2.3.11. If you are the registered holder of the GPI Shares but not the beneficial owner or the duly
authorised agent of the beneficial owner, kindly procure that the beneficial owner duly
completes and signs the required form of Declaration and Undertaking (as applicable),
available on the GPI company website at declarations@grandparade.co.za, and submit
such completed and signed Form of Declaration and Undertaking by the beneficial owner
to GPI before 23:59 on Friday,17 June 2022.
2.3.12. If you are exempt from dividends tax
You should complete Form I of the Forms of Declarations and Undertakings and return
such form to GPI in the manner set out in that form to be received by no later than 23:59
on Friday, 17 June 2022.
2.3.13. If you are subject to Dividends Tax at a reduced rate
You should complete Form II of the Forms of Declarations and Undertakings and return
such form to GPI in the manner set out in that form to be received by no later than 23:59
on Friday, 17 June 2022.
IF THE REDUCTIONS DO NOT APPLY TO YOU, YOU ARE NOT REQUIRED TO
SUBMIT THE FORMS OF DECLARATIONS AND UNDERTAKINGS.
2.3.14. If Shareholders are in any doubt as to what action to take, they should consult their
professional advisors.
2.4. Foreign Shareholders
2.4.1. No action has been taken by GPI to obtain any approval, authorisation or exemption to
permit the distribution of the Spur Distribution Shares or the possession or distribution of
this announcement (or any other publicity material relating to the Spur Distribution Shares)
in any jurisdictions other than South Africa.
2.4.2. The Unbundling is being conducted under the procedural requirements and disclosure
standards of South Africa which may be different from those applicable in other
jurisdictions. The legal implications of the Unbundling on persons resident or located in
jurisdictions outside of South Africa may be affected by the laws of the relevant jurisdiction.
Such persons should consult their professional advisors and inform themselves about any
applicable legal requirements, which they are obligated to observe, including whether it is
possible to receive the Spur Distribution Shares. It is the responsibility of any such persons
wishing to participate in the Unbundling to satisfy themselves as to the full observance of
the laws of the relevant jurisdiction in connection therewith.
2.4.3. Foreign Shareholders should refer to and take into account the disclaimers set out at the
end of this Announcement in relation to those jurisdictions.
2.5. Exchange Control
2.5.1. The Exchange Control Regulations provide for restrictions on the exportation of capital
from the Common Monetary Area. The Common Monetary Area consists of South Africa,
the Republic of Namibia and the Kingdoms of Lesotho and eSwatini. Transactions between
residents of the countries comprising the Common Monetary Area and foreigners are
subject to Exchange Control Regulations provisions, which are administered by the South
African Reserve Bank (“SARB”).
2.5.2. Previously a distinction was made between residents, non-residents and emigrants. The
concept of “emigration” as recognised by SARB is being phased out with effect from
1 March 2021. From 1 March 2021 natural person residents and natural person emigrants
are treated identically. The process of blocking an emigrant’s remaining assets fell away
and is treated as normal fund transfers in line with any other foreign capital allowance
transfer. Authorised Dealers can now allow the transfer of assets of an emigrant abroad
provided the natural person has ceased to be a resident of South Africa, has obtained a
tax compliance status confirmation from SARS and is tax compliant upon verification of
such confirmation. To ensure a smooth transition from the previous framework to the new
framework, natural persons that applied to emigrate under the previous framework by
obtaining an MP336(b) form that was attested to by an Authorised Dealer on or before
28 February 2021, will be dealt with under the previous framework should their emigration
applications have been approved on or before 28 February 2021. Shareholders of GPI
should consult their relevant Authorised Dealer should they be unsure of their status or the
way in which they need to deal with the Spur Distribution Shares.
2.5.3. There are no restrictions on the part of residents to receive their Spur Distribution Shares.
2.5.4. With reference to non-residents, generally in the case of Dematerialised shares, the Spur
Distribution Shares will be credited directly to the share account of the relevant CSDP or
broker controlling their portfolios and an appropriate electronic entry will be made in the
relevant register reflecting a “non-resident” endorsement. A similar process applies to Spur
Distribution Shares held by emigrants as these shares will be credited to the emigrant’s
share account of the relevant CSDP or broker controlling their remaining portfolios and a
similar electronic entry will be made in the relevant register reflecting a “non-resident”
endorsement (which may be held to the order of the Authorised Dealer concerned under
whose auspices the person’s remaining assets are held, should it be relevant in the case
of emigrants).
2.5.5. In the case of certificated shares held by non-residents, the Spur Distribution Shares will
be endorsed non-resident. In the case of emigrants the share certificates will equally be
endorsed “non-resident” (to be deposited with the Authorised Dealer under whose auspices
the remaining assets are held in appropriate cases in the case of an emigrant or where the
Shares of GPI have been restrictively endorsed, it being noted that it would be up to the
relevant shareholder to notify the Authorised Dealer).
Cape Town
6 June 2022
Sponsor
PSG Capital
Advisor
Rand Merchant Bank
DISCLAIMERS
This announcement does not constitute or form part of any offer or invitation to purchase, subscribe
for, sell or issue, or any solicitation of any offer to purchase, subscribe for, sell or issue, GPI Shares,
Spur Distribution Shares, or any other securities.
The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law. The distribution of the Spur Distribution Shares to foreign Shareholders in
terms of the Unbundling may be affected by the laws of the relevant foreign Shareholders’ jurisdiction.
In this regard, foreign Shareholders are referred to the further detail set out below.
NOTICE TO FOREIGN SHAREHOLDERS LOCATED IN THE UNITED STATES
This announcement is not an offer of securities for sale in the United States (the “US”). The Spur
Distribution Shares have not been and will not be registered under the US Securities Act of 1933, as
amended (the “US Securities Act”), or with any regulatory authority of any state or other jurisdiction
in the US and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or
into the US at any time except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and applicable state and other securities laws of
the US.
The Spur Distribution Shares have not been and will not be listed on a US securities exchange or
quoted on any inter-dealer quotation system in the US. GPI does not intend to take any action to
facilitate a market in the Spur Distribution Shares in the US. Consequently, it is unlikely that an active
trading market in the US will develop for the Spur Distribution Shares.
The Spur Distribution Shares have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the US or any other regulatory authority
in the US, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of,
the Unbundling or the accuracy or the adequacy of this announcement or the information contained
herein. Any representation to the contrary is a criminal offence in the US.
NOTICE TO FOREIGN SHAREHOLDERS LOCATED IN THE EUROPEAN ECONOMIC AREA
(“EEA”) AND THE UNITED KINGDOM ("UK")
This announcement is not a prospectus, as such term is defined in the Prospectus Regulation (EU)
2017/1129, on the basis that the Spur Distribution Shares are not being admitted to trading on a
regulated market situated or operating within the EEA or the UK, nor is there an offer to the public in
respect of the Spur Distribution Shares in any member state of the EEA or in the UK. Accordingly,
any person making or intending to make any offer for the Spur Distribution Shares should only do so
in circumstances in which no obligation arises for GPI or Spur to produce a prospectus for such offer.
GPI has not authorised the making of any offer for the Spur Distribution Shares through any financial
intermediary.
Date: 06-06-2022 04:15:00
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.
