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Finalisation announcement
Pick n Pay Holdings Limited RF Pick n Pay Stores Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Registration number 1981/009610/06 Registration number 1968/008034/06
Share code: PWK Share code: PIK
ISIN code: ZAE000005724 ISIN code: ZAE000005443
(“Holdings”) (“Stores”)
Finalisation announcement
Holdings ordinary shareholders (“Holdings Shareholders”) and Stores ordinary shareholders
(“Stores Shareholders”) are referred to the separate announcements released by Stores and
Holdings (together the “Pick n Pay Group”) on the stock exchange news service (“SENS”) operated
by the JSE Limited (“JSE”) on 25 July 2016 in which both Holdings and Stores announced that all
resolutions were passed at their respective general meetings in relation to restructure by the Pick n
Pay Group of its existing pyramid control structure and to the Holdings and Stores circulars dated 24
June 2016 relating thereto (“Circulars”), which should be read in its entirety for a full understanding
of the restructure detailed below.
The restructure comprises the unbundling by Holdings of all the issued ordinary shares in Stores held
by Holdings at the time of the unbundling (“Unbundling”) and inextricably linked to and conditional
on the Unbundling, a new class of unlisted voting shares in Stores (the “B Shares”) will be created
and issued by Stores to Ackerman Investment Holdings Proprietary Limited and other entities related
to members of the Ackerman Family (together, “Ackerman Family” or “Controlling
Shareholders”). The issue of the B Shares (“B Share Issuance”) is to maintain the effective voting
position that the Ackerman Family currently hold in Stores through their shareholding in Holdings. The
Unbundling and the B Share Issuance are hereinafter collectively referred to as the “Transaction”.
Subsequent to the Unbundling, it was proposed that all of the issued shares of Holdings will be acquired
by Stores by way of a scheme of arrangement (the “Scheme”), as contemplated in sections 114 and
115 of the Companies Act 71 of 2008, as amended, (“Companies Act”) and that Holdings will
thereafter be delisted from the JSE.
Holdings Shareholders and Stores Shareholders are advised that the Takeover Regulation Panel
(“TRP”) has issued compliance certificates in terms of section 121(b)(i) of the Companies Act. All
conditions precedent to the Transaction and Scheme have therefore been fulfilled and the Transaction
and Scheme are now unconditional. As no appraisal rights in terms of section 164 of the Companies
Act were exercised by any Holdings Shareholder in terms of the Unbundling or the Scheme prior to or
at the general meeting of Holdings Shareholders all dates and times published in the Circulars remain
unchanged.
The important dates and times applicable to Holdings Shareholders are set out below:
2016
Expected last day to trade in Holdings shares in order to
participate in the Unbundling and the Scheme Tuesday, 23 August
Holdings shares expected to be suspended on JSE trading system Wednesday, 24 August
Holdings Shareholders expected to be able to trade their
entitlement to Stores shares Wednesday, 24 August
Announcement of specified ratio apportionment and fractional Thursday, 25 August
amount payment expected to be released on SENS
Expected record date on which Holdings Shareholders must be
recorded in the Holdings share register to participate in the Friday, 26 August
Unbundling and Scheme
Expected Operative Date of the Unbundling and the Scheme Monday, 29 August
Dematerialised Holdings Shareholders’ accounts at CSDPs or
Monday, 29 August
brokers expected to be updated and credited
Certificated Holdings Shareholders expected to have their new
share certificates and Scheme consideration posted if forms of
surrender and transfer have been received by the transfer Monday, 29 August
secretaries on or before 12:00 on the record date (see note 2)
Expected termination of the listing of Holdings shares at
commencement of trade on the JSE Tuesday, 30 August
Notes
1. All times shown above are South African local times.
2. Certificated Holdings Shareholders whose Holdings share certificates and duly completed forms of surrender and
transfer are received by the transfer secretaries after 12:00 on Friday, 26 August 2016 will have their Scheme
consideration transferred to them by electronic funds transfer if they have stipulated a valid bank account for this
in the form of surrender and transfer, or failing that posted to them by registered post at their own risk within
five business days of such receipt.
3. Certificated Holdings shares may not be dematerialised or rematerialised after Tuesday, 23 August 2016.
The important dates and times applicable to Stores Shareholders are set out below:
2016
Expected date on which the B Shares will be issued Monday, 29 August
Notes
1. All times shown above are South African local times.
By order of the board of directors of Holdings and the board of directors of Stores
Cape Town
12 August 2016
Financial Adviser and Merchant Bank to the Controlling Shareholders and Transaction
Originator and Coordinator
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal Adviser to the Controlling Shareholders and Transaction Originator and
Coordinator
Edward Nathan Sonnenbergs
Adviser and Sponsor to Holdings and Stores
Investec Bank Limited
Legal Adviser to Holdings and Stores
Werksmans Incorporated
Date: 12/08/2016 11:20:00 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.
