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PICK N PAY STORES LIMITED - Dealings in securities by directors and by associates of directors in anticipation of the Companys rights offer

Release Date: 31/07/2024 16:00
Code(s): PIK     PDF:  
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Dealings in securities by directors and by associates of directors in anticipation of the Company’s rights offer

Pick n Pay Stores Limited
Incorporated in the Republic of South Africa
Registration number: 1968/008034/06
JSE share code: PIK
ISIN: ZAE000005443
("Pick n Pay" or "the Company")

DEALINGS IN SECURITIES BY DIRECTORS AND BY ASSOCIATES OF DIRECTORS IN ANTICIPATION OF THE
COMPANY'S RIGHTS OFFER

Pick n Pay shareholders are referred to the announcements released on the Stock Exchange News Service
("SENS") of the JSE Limited ("JSE") and the A2X News Service ("ANS") of the A2X Market on
Tuesday, 9 July 2024 and Thursday, 11 July 2024 relating to the Company's fully underwritten
renounceable rights offer to qualifying Pick n Pay shareholders ("Rights Offer").

The Company has been notified that its controlling shareholder, Ackerman Investment Holdings (RF)
Proprietary Limited ("AIH") and its related and inter-related persons (as defined in the Companies Act,
2008) (collectively, the "Ackerman Family Group"), which includes certain directors of Pick n Pay and their
associates (as defined in the JSE Limited Listings Requirements), have implemented a series of off market,
intra-Ackerman Family Group transfers in order to rationalise and consolidate their collective holding of
Pick n Pay ordinary shares, the letters of allocation in respect of those ordinary shares pursuant to the
Rights Offer ("LoAs") and B shares (collectively, "PnP Instruments") (the "Consolidation"). The effect of
the Consolidation is a reduction in the number of individual Ackerman Family Group members holding
PnP Instruments, from 27 to 7, without impacting the aggregate holding of PnP Instruments held by the
Ackerman Family Group, which will enable them to follow their rights under the Rights Offer in an efficient
manner.

In order to effect the Consolidation, all the PnP Instruments held individually by:

    (i)     Gareth Ackerman, a director of Pick n Pay ("Gareth"), his wife Amanda Ackerman and his three
            major children (Nicholas Ackerman, Emma Ackerman Barbieri and Benjamin Ackerman),
            respectively, have been sold to a company, Burrumbuck Investments Proprietary Limited
            ("Burrumbuck"), controlled by Gareth and his family via Gareth's family trust. The PnP
            Instruments held by Burrumbuck post Consolidation, including those held by Burrumbuck
            prior to the Consolidation, are as follows:

               Number of ordinary shares            Number of LoAs                Number of B shares
                       1,817,545                        928 943                       3,364,359

    (ii)    Kathryn Robins (nee Ackerman) ("Kathryn"), her husband David Robins (a director of Pick n
            Pay) and their two major children (Gus Robins and Arielle Robins), respectively, have been
            sold to a company, Friedshelf 1683 Proprietary Limited ("FSF"), controlled by Kathryn and her
            family via Kathryn's family trust. The PnP Instruments held by FSF post Consolidation, are as
            follows:

                 Number of ordinary shares           Number of LoAs                Number of B shares
                           111,297                        56,884                         195,092

     (iii)   Suzanne Ackerman, a director of Pick n Pay ("Suzanne") and her three major children (Natasha
             Montlake, Nikita Montlake and Robert Berman), respectively, have been sold to the trustees
             for the time being of the Sudale Trust ("Sudale Trust"), being Suzanne's family trust. The PnP
             Instruments by Sudale Trust post Consolidation, including those held by Sudale Trust prior to
             the Consolidation, are as follows:

                 Number of ordinary shares           Number of LoAs                Number of B shares
                           710,025                       362,894                        1,188,507

      (iv)    Jonathan Ackerman, a director of Pick n Pay ("Jonathan"), his wife Samantha Ackerman and
              his four major children (Gabriella Ackerman, Joshua Ackerman, Alexander Ackerman and
              Thomas Ackerman), respectively, have been sold to a company, JGA Investments Proprietary
              Limited ("JGA"), controlled by Jonathan and his family via Jonathan's family trust. The PnP
              Instruments held by JGA post Consolidation, including those held prior to the Consolidation,
              are as follows:

                 Number of ordinary shares           Number of LoAs                Number of B shares
                           1,017,310                     519,944                        1,422,788


      (v)     the Ackerman Family Foundation ("AFF") have been sold to AIH. The PnP Instruments held by
              AIH post Consolidation, including those held by AIH prior to the Consolidation, are as follows:

                 Number of ordinary shares           Number of LoAs                Number of B shares
                        125,296,139                     64,038,857                     248,162,564

      (vi)    the trustees for the time being of the Mistral Trust (being Wendy Ackerman's family trust)
              and Ackerman Family Investment Holdings Proprietary Limited ("AFIH"), respectively, have
              not traded and remain held by the Mistral Trust and AFIH, respectively.

In compliance with paragraph 3.63 of the JSE Limited Listings Requirements, the following information is
disclosed in respect of the dealings by Pick n Pay directors and their associates in order to implement the
Consolidation:

Director                           Gareth Mark Ackerman
Company                            Pick n Pay Stores Limited
Date of transaction                25 July 2024
Nature of transaction              Off market sale of ordinary shares and LoAs by director and his
                                   associates (as detailed above)
Class of security                  Ordinary shares
Number of ordinary shares          68,769 (excluding the shares acquired by AIH from AFF)
Price per ordinary share           2,251c
Total value of transaction         R1,547,990.19
Class of security                  LoAs
Number of LoAs                     35,148 (excluding the LoAs acquired by AIH from AFF)
Price per LoA                      800c
Total value of transaction         R281,184.00
Clearance obtained                 Yes

Director                           David Robins
Company                            Pick n Pay Stores Limited
Date of transaction                29 July 2024
Nature of transaction              Off market sale of ordinary shares and LoAs by director and his
                                   associates (as detailed above)
Class of security                  Ordinary shares
Number of ordinary shares          111,297 (excluding the shares acquired by AIH from AFF)
Price per ordinary share           2,251c
Total value of ordinary shares     R2,505,295.47
Class of security                  LoAs
Number of LoAs                     56,884 (excluding the LoAs acquired by AIH from AFF)
Price per LoA                      800c
Total value of transaction         R455,072.00
Clearance obtained                 Yes

Director                           Suzanne Dale Ackerman
Company                            Pick n Pay Stores Limited
Date of transaction                26 July 2024
Nature of transaction              Off market sale of ordinary shares and LoAs by director and her
                                   associates (as detailed above)
Class of security                  Ordinary shares
Number of ordinary shares          156,142 (excluding the shares acquired by AIH from AFF)
Price per ordinary share           2,251c
Total value of transaction         R3,514,756.42
Class of security                  LoAs
Number of LoAs                     79,804 (excluding the LoAs acquired by AIH from AFF)
Price per LoA                      800c
Total value of transaction         R638,432.00
Clearance obtained                 Yes

Director                           Jonathan Gustave Ackerman
Company                            Pick n Pay Stores Limited
Date of transaction                25 July 2024
Nature of transaction              Off market sale of ordinary shares and LoAs by director and his
                                   associates (as detailed above)
Class of security                  Ordinary shares
Number of ordinary shares traded   938,141 (excluding the shares acquired by AIH from AFF)
Price per ordinary share           2,251c
Total value of ordinary shares     R21,117,553.91
Class of security                  LoAs
Number of LoAs                     479,483 (excluding the LoAs acquired by AIH from AFF)
Price per LoA                      800c
Total value of transaction         R3,835,864.00
Clearance obtained                 Yes

Directors                          Gareth Mark Ackerman, David Robins, Suzanne Dale Ackerman,
                                   Jonathan Gustave Ackerman
Company                            Pick n Pay Stores Limited
Date of transaction                25 July 2024
Nature of transaction              Off market sale of ordinary shares and LoAs by directors'
                                   associates (as detailed above)
Class of security                  Ordinary shares
Number of ordinary shares traded   618,902 (being the ordinary shares acquired by AIH from AFF)
Price per ordinary share           2,251c
Total value of transaction         R13,931,484.02
Class of security                  LoAs
Number of LoAs                     316,321 (being the LoAs acquired by AIH from AFF)
Price per LoA                      800c
Total value of transaction         R2,530,568.00
Clearance obtained                 Yes

By order of the Board
Cape Town
31 July 2024

Transaction Sponsor:
Rand Merchant Bank
(a division of FirstRand Bank Limited)

Date: 31-07-2024 04:00:00
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