Grand Parade Investments : 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. 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.
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.
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.
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:

1. 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

1. Under the Unbundling, Shareholders will receive the Spur Distribution Shares in Dematerialised form only.
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.
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.
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.
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:[e-mail] calling 021 412 1408.

2.2. Fractional Entitlements

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. 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

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. 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.
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.
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.
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:

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. 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.

1. 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 [e-mail].
2. 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

1. 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 [e-mail], and submit same to GPI before 23:59 on Friday, 17 June 2022.
2. 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.

1. 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 [e-mail], 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. 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.
3. 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.
4. If Shareholders are in any doubt as to what action to take, they should consult their professional advisors.

2.4. Foreign Shareholders

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. 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.
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,