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PEPKOR/PEPGRO/SHOPRITE - RESTRUCTURING OF THE GROUP

Release Date: 28/09/2000 16:44
Wrap Text
PEPKOR LIMITED
(REG NO 1965/007765/06) ("PEPKOR")
PEPGRO LIMITED
(REG NO 1983/001066/06) ("PEPGRO")
SHOPRITE HOLDINGS LIMITED
(REG NO 1905/007721/06) ("SHOPRITE")
RESTRUCTURING OF THE GROUP
1. UNBUNDLING OF PEPGRO AND PEPKOR

THE DIRECTORS OF PEPGRO, PEPKOR AND SHOPRITE HAVE RESOLVED TO RESTRUCTURE THE GROUP, SUBJECT TO THE FULFILMENT OF CERTAIN CONDITIONS PRECEDENT. THIS WILL RESULT IN :
* THE DISTRIBUTION BY PEPGRO TO ITS ORDINARY AND N ORDINARY SHAREHOLDERS OF 112 909 468 ORDINARY SHARES IN PEPKOR IN THE RATIO OF 56.220943 PEPKOR SHARES FOR EVERY 100 PEPGRO ORDINARY OR N ORDINARY SHARES;
* THE DISTRIBUTION BY PEPKOR TO ITS SHAREHOLDERS OF 334 182 865 ORDINARY SHARES IN SHOPRITE IN THE RATIO OF 150.575971 SHOPRITE SHARES FOR EVERY 100 PEPKOR SHARES;
* THE ESTABLISHMENT OF TRADEHOLD LIMITED ("TRADEHOLD"), A WHOLLY OWNED SOUTH AFRICAN SUBSIDIARY OF PEPKOR, AS THE HOLDING COMPANY FOR PEPKOR'S INDIRECT INTEREST IN BROWN & JACKSON PLC ("BROWN & JACKSON");
* THE DISTRIBUTION BY PEPKOR TO ITS SHAREHOLDERS OF 110 968 192 ORDINARY SHARES IN TRADEHOLD IN THE RATIO OF 50 TRADEHOLD SHARES FOR EVERY 100 PEPKOR SHARES AND THE SIMULTANEOUS LISTING OF THE ORDINARY SHARES IN TRADEHOLD ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE"). THE ASSETS OF TRADEHOLD WILL COMPRISE PEPKOR'S INDIRECT 69% INTEREST IN BROWN & JACKSON (COMPRISING THE EUROPEAN BRANDED RETAIL OUTLETS TRADING AS POUNDSTRETCHER, YOUR MORE STORE, WHAT EVERYONE WANTS, AND THE FAMOUS BRUNSWICK WAREHOUSE);
* THE CONTINUED LISTING OF PEPKOR WHICH WILL HOUSE THE OPERATIONS OF PEP STORES, ACKERMANS AND THE AUSTRALIAN RETAIL CHAIN BEST & LESS;
* THE ISSUE TO PRIVATE COMPANIES ("THE WIESE PRIVATE COMPANIES") CONTROLLED BY THE WIESE GROUP (COMPRISING DR CH WIESE, FAMILY TRUSTS AND PRIVATE COMPANIES UNDER HIS CONTROL), THE EXISTING CONTROLLING SHAREHOLDER OF THE GROUP, OF NEW UNLISTED REDEEMABLE SHARES RESULTING IN EFFECTIVE CONTROL OF PEPKOR, SHOPRITE AND TRADEHOLD REMAINING WITHIN THE WIESE GROUP; AND
* THE TERMINATION OF THE LISTING OF PEPGRO'S SHARES ON THE JSE. * (COLLECTIVELY "THE RESTRUCTURING"). 2. GROUP STRUCTURES SEE PRESS FOR DETAILS 3. THE EFFECTS OF THE RESTRUCTURING
THE RESTRUCTURING RESULTS IN SIMPLIFIED SHAREHOLDINGS WHERE SHAREHOLDERS HAVE GREATER FLEXIBILITY TO ACCESS THE VARIOUS OPERATIONS DIRECTLY. THE
RESTRUCTURING ALSO ENABLES THE VALUES OF THE OPERATIONS TO BE REFLECTED IN THE RESPECTIVE SHARE PRICES MORE EASILY. SHAREHOLDERS INVESTED IN PEPGRO AND PEPKOR WILL ACQUIRE SHAREHOLDINGS IN SHOPRITE AND TRADEHOLD WHILE RETAINING THEIR INVESTMENT IN PEPKOR.
IN THE EXISTING STRUCTURE THE WIESE GROUP DIRECTLY AND INDIRECTLY CONTROLS IN EXCESS OF 50% OF THE VOTES IN PEPGRO, PEPKOR AND SHOPRITE. HOWEVER, IT IS BELIEVED THAT SHAREHOLDER VALUES WILL BE BETTER SERVED BY COLLAPSING THE EXISTING PYRAMID STRUCTURE.
THE RESTRUCTURING WILL NOT RESULT IN A CHANGE OF CONTROL OF THE COMPANIES IN THE GROUP SINCE THE WIESE GROUP WILL EFFECTIVELY RETAIN APPROXIMATELY 40% OF THE CONTROL IN EACH OF SHOPRITE, PEPKOR AND TRADEHOLD. THE RULES OF THE SECURITIES REGULATION CODE WILL APPLY SHOULD A THIRD PARTY DIRECTLY OR INDIRECTLY ACQUIRE CONTROL IN EITHER PEPKOR OR SHOPRITE OR TRADEHOLD.
THE PEPKOR UNBUNDLING AND THE PEPGRO UNBUNDLING SHOULD RESULT IN A GREATER LIQUIDITY OF THE SHARES IN BOTH SHOPRITE AND PEPKOR.
THE RESTRUCTURING ALSO PROVIDES SHAREHOLDERS IN PEPGRO AND PEPKOR WITH THE OPPORTUNITY TO ACQUIRE A FOCUSED INTEREST IN TRADEHOLD.
THE MANAGEMENT TEAMS IN SHOPRITE, PEPKOR AND TRADEHOLD ARE NOT AFFECTED BY THE RESTRUCTURING, HOWEVER THERE WILL BE INCREASED FOCUS. 4. CONDITIONS PRECEDENT
THE RESTRUCTURING IS SUBJECT TO THE FULFILMENT OF CERTAIN CONDITIONS PRECEDENT, INCLUDING:
* THE REQUISITE APPROVALS OF SHAREHOLDERS EXCLUDING THE CONTROLLING
SHAREHOLDERS IN PEPGRO AND PEPKOR IN GENERAL MEETINGS;
* THE REQUISITE APPROVALS FROM THE SOUTH AFRICAN REVENUE SERVICE IN TERMS OF THE UNBUNDLING AND GROUP REORGANISATION LEGISLATION;
* THE APPROVAL OF THE SOUTH AFRICAN RESERVE BANK; AND
* ANY OTHER REGULATORY APPROVALS NECESSARY FOR THE RESTRUCTURE TO BE IMPLEMENTED.
THE ALLOCATION OF ASSETS BETWEEN TRADEHOLD AND PEPKOR WILL BE DETERMINED ONCE THE FINAL APPROVALS HAVE BEEN OBTAINED FROM THE APPLICABLE AUTHORITIES. SHOULD THESE DIFFER FROM WHAT IS OUTLINED IN THIS ANNOUNCEMENT A FURTHER ANNOUNCEMENT WILL BE MADE. 5. FINANCIAL EFFECTS OF THE RESTRUCTURING
IN AGGREGATE, THERE WILL BE NO EFFECT ON THE HEADLINE EARNINGS, EARNINGS, DIVIDENDS PER SHARE OR NET ASSET VALUE PER SHARE. 6. DIRECTORATE AND MANAGEMENT OF THE GROUP
THE BOARDS OF DIRECTORS AND MANAGEMENTS OF PEPKOR, TRADEHOLD AND SHOPRITE WILL BE RECONSTITUTED SO AS TO REFLECT THE NEW GROUP STRUCTURE. DR CH WIESE WILL REMAIN AS CHAIRMAN OF THESE COMPANIES AND WILL CONTINUE TO TAKE AN ACTIVE ROLE IN THE BUSINESSES. 7. CIRCULARS TO SHAREHOLDERS
CIRCULARS TO SHAREHOLDERS, CONTAINING FULL DETAILS OF THE RESTRUCTURING AND INCORPORATING NOTICES OF GENERAL MEETINGS AND WHICH ARE SUBJECT TO THE APPROVAL OF THE LISTINGS COMMITTEE OF THE JSE, WILL BE POSTED TO SHAREHOLDERS CONCERNED ON OR ABOUT 9 OCTOBER 2000. CAPE TOWN 29 SEPTEMBER 2000

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