IBEX INVESTMENT HOLDINGS LIMITED - Results of the placing of 500 million shares In Pepkor Holdings Limited

Results of the placing of 500 million shares In Pepkor Holdings Limited

IBEX TOPCO B.V.                                     IBEX INVESTMENT HOLDINGS LIMITED
Incorporated in the Netherlands                     (Formerly Steinhoff Investment Holdings Limited)
(Registration number: 90252624)                     Incorporated in the Republic of South Africa
("Ibex Topco" or the "Company")                     (Registration number: 1954/001893/06)
                                                     JSE share code: IBX ISIN: ZAE000068367

AINSLEY HOLDINGS (PTY) LIMITED
Incorporated in the Republic of South Africa
(Registration number 1964/010191/07)
("Ibex")

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

RESULTS OF THE PLACING OF 500 MILLION SHARES IN PEPKOR HOLDINGS LIMITED

Further to the announcement released on SENS on 24 June 2024 regarding the launch of an
accelerated bookbuild (the "Placing") of ordinary shares of no par value in Pepkor Holdings Limited
("Pepkor") ("Placing Shares"), Ainsley Holdings (Pty) Limited ("Ibex"), announces the successful
completion of the placement of 500 million Placing Shares, raising total gross proceeds of R9 billion (c.
EUR463 million). Following strong demand, Ibex elected to increase the size of the Placing, which
remained significantly oversubscribed at close. The Placing Shares were placed at a price of R18.00
per share, representing a 7.7% discount to the pre-launch Pepkor share price as at market close on 24
June 2024.

Accordingly, 500 million Placing Shares, representing approximately 13.6% of Pepkor's current issued
share capital, will be allocated in the Placing. Following the conclusion of the Placing, the Company's
interest in Pepkor will reduce from 43.7% to approximately 30.2% and the free float of Pepkor will
increase from approximately 56.3% to 69.8%.

Ibex has agreed to a 90-day lock-up period, subject to customary exceptions and waivers by the Joint
Global Coordinators.

Barclays Bank PLC, Investec Bank Limited and J.P. Morgan Securities PLC acted as joint global
coordinators in respect of the Placing (together, the "Joint Global Coordinators"). Settlement of the
Placing is expected to occur on 28 June 2024.

Stellenbosch, South Africa
25 June 2024

Joint Global Coordinators
Barclays Bank PLC
Investec Bank Limited
J.P. Morgan Securities PLC

Transaction Sponsor
Investec Bank Limited

South African Counsel to Ibex
Werksmans

International Counsel to the Joint Global Coordinators
Davis Polk & Wardwell London LLP

South African Counsel to the Joint Global Coordinators
DLA Piper Advisory Services Proprietary Limited


Disclaimer

This announcement (the "Announcement") is restricted and is not for release, publication or distribution,
in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada,
Japan or any other state or jurisdiction in which such release, publication or distribution would be
unlawful. This Announcement is for information purposes only, does not purport to be full or complete,
is subject to change and shall not constitute or form part of an offer or solicitation of an offer to purchase
or sell securities in the United States of America or any other jurisdiction, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. Any failure to comply with these
restrictions may constitute a violation of securities laws of such jurisdictions. No reliance may be placed
for any purpose on the information contained in this Announcement or its accuracy or completeness.

The distribution of this Announcement and the offering for sale of the Placing Shares in certain
jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation or registration of any prospectus or
offering document relating to the shares in such jurisdiction. No action has been taken by Ibex Topco
or any Joint Global Coordinator or any of their respective affiliates that would permit an offering of such
securities or possession or distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by Ibex Topco and the Joint Global Coordinators
to inform themselves about, and to observe, such restrictions.

The Placing Shares have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the
United States of America, absent registration or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in compliance with applicable state
and other securities laws. There will be no public offer of the Placing Shares in the United States of
America or in any other jurisdiction.

Neither this Announcement nor the Placing constitutes or is intended to constitute an offer to the public
in South Africa in terms of the South African Companies Act, 2008 ("the South African Companies Act").
In South Africa this Announcement is only directed at, and any investment or investment activity to
which this Announcement relates is available only to, and will be engaged in only with, persons in South
Africa who (i) fall within the categories of persons set out in section 96(1)(a) of the South African
Companies Act or (ii) who are persons who subscribe, as principal, for Placing Shares at a minimum
placing price of R1 000 000, as envisaged in section 96(1)(b) of the South African Companies Act.

In member states of the European Economic Area ("EEA"), this Announcement and any offer if made
subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the
Prospectus Regulation. For these purposes, the expression "Prospectus Regulation" means Regulation
(EU) 2017/1129.

In the United Kingdom this Announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this Announcement relates is available only to, and will be
engaged in only with, "qualified investors" within the meaning of the Prospectus Regulation as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and who
are (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated
(all such persons together being referred to as "relevant persons"). Persons who are not relevant
persons should not take any action on the basis of this Announcement and should not act or rely on it.

This Announcement has been issued by and is the sole responsibility of Ibex Topco. No representation
or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by any of the Joint Global Coordinators or by any of their respective affiliates or
any of its or their respective directors, employees, officers, advisers or agents as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral information made
available to or publicly available to any interested party or their advisers, and any liability therefore is
expressly disclaimed.

This Announcement does not purport to identify or suggest the risks (direct or indirect) which may be
associated with an investment in the Placing Shares. Any investment decision to acquire Placing Shares
pursuant to the Placing must be made solely on the basis of publicly available information. Any such
information has not been independently verified by any of the Joint Global Coordinators.

Each of the Joint Global Coordinators is acting for Ibex Topco, and no one else, in connection with the
Placing and will not be responsible to anyone other than Ibex Topco for providing the protections
afforded to the respective clients of the Joint Global Coordinators, nor for providing advice to any other
person in relation to the Placing or any other matter referred to herein.

In connection with the sale of the Placing Shares, any of the Joint Global Coordinators and any of their
respective affiliates acting as an investor for their own account may acquire a portion of the Placing
Shares as a principal position and in that capacity may retain, purchase or sell for their own account
such Placing Shares. In addition they may enter into financing arrangements and swaps with investors
in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They
do not intend to disclose the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.

Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the
South African Financial Markets Act, 2012, and/or Financial Advisory and Intermediary Services Act,
2002, by any of the Joint Global Coordinators or any of their respective affiliates.

The Placing Shares to be sold pursuant to the Placing are not admitted to trading on any stock exchange
other than the JSE.

The information contained in this announcement is subject to change without notice and, except as
required by applicable law, Ibex Topco does not assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein.


Forward-looking statements

This announcement contains Ibex Topco's view on future developments with the Placing and its results
based on information currently available and is subject to risks and uncertainties. These risks are
outside the control of management, and in the event that underlying assumptions turn out to be
inaccurate, or risks materialise, actual results may differ materially from those included in these
statements. Neither management and the Group nor the Joint Global Coordinators assume any
obligation to update any forward-looking statements made beyond statutory disclosure obligations.

Date: 25-06-2024 07:30:00
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