Grand Parade Investments Limited Broad-Based Black Economic Empowerment Trust
Master’s Ref. No. IT1881/2006
6th Floor Thomas Pattullo Building, 19 Jan Smuts Street,Foreshore, Cape Town, 8001
PO Box 7746, Roggebaai, 8012
Tel: (+27 21) 418 5610 / Fax: (+27 21) 418 4667
Dear GPI Shareholder
The BBBEE offer
GPI shareholders are referred to correspondence dated 25 October 2006 in which GPI referred shareholders to the litigation by Sancino Projects Limited (“Sancino”) and the subsequent extension of the offer period for the GPI BBBEE Trust offer in which GPI shareholders who are either “black persons” or “black enterprises” (as defined in the circular sent to shareholders, dated 10 July 2006) are invited to take up participatory units in the GPI BBBEE Trust ( the “Offer”).
Update on litigation by Sancino
GPI shareholders are hereby notified that the legal action brought against GPI and the GPI SPV and BBBEE Trusts by Sancino, a shareholder of GPI, during 2006 was heard in the Cape High Court between 06 and 08 March 2007.
As background, Sancino instituted proceedings against GPI, inter alia, to interdict the voting at the shareholders meeting of 30 July 2006 and the implementation of the Offer pending the hearing of an application in terms of section 252 of the Companies Act, No.61 of 1973 to challenge the transaction with the GPI BBBEE Trust and GPI’s acquisition of further interests in SunWest International (Pty) Ltd (“Section 252 Application”). At the time, GPI agreed with Sancino that the meeting would proceed but that the Offer would not be implemented pending the hearing of the Section 252 Application.
GPI opposed Sancino’s Section 252 Application and following the court hearing, the parties now await the final verdict. If favourable, GPI directors plan immediately to implement the Offer.
Extension of Offer period
Qualifying GPI shareholders are hereby advised that further to the extension of the Offer period to 30 March 2007 (as per correspondence of 25 October 2006), the GPI BBBEE Trustees, in consultation with GPI, are extending the Offer further to a date 60 days following the date of the final court verdict. The intention is to allow for sufficient time for shareholders to make their subscription and for the Offer to close and be implemented. The final closing date will be notified to shareholders either by newspaper advertisement or by notice on the GPI website.
An announcement regarding the outcome of the litigation will be released at the appropriate time.
At this time, if appropriate, additional application forms will be sent to shareholders for the subscription of units in the Offer for qualifying shareholders that have not yet accepted the Offer or for qualifying shareholders that withdrew their acceptances of the Offer subsequent to the proposal to do so in the letter dated 25 October 2006.