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PEPKOR/SHOPRITE/PEPGRO - RESULTS OF ANNUAL GENERAL/GENERAL MEETINGS

Release Date: 02/11/2000 07:09
Wrap Text
PEPKOR LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1965/007765/06)
  ("PEPKOR")
SHOPRITE HOLDINGS LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1936/007721/06)
  ("SHOPRITE")
PEPGRO LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1983/001066/06)
  ("PEPGRO")
  (COLLECTIVELY, "THE GROUP")

RESULTS OF THE ANNUAL GENERAL AND GENERAL MEETINGS OF PEPKOR, PEPGRO AND SHOPRITE 1. INTRODUCTION
JAVELIN CAPITAL LIMITED IS AUTHORISED TO ANNOUNCE THAT, AT THE ANNUAL GENERAL AND GENERAL MEETINGS OF PEPKOR, PEPGRO AND SHOPRITE, HELD ON 31 OCTOBER 2000, ALL OF THE SPECIAL AND ORDINARY RESOLUTIONS REQUIRED TO IMPLEMENT THE
RESTRUCTURING AS DESCRIBED IN THE JOINT CIRCULAR TO SHAREHOLDERS OF THE GROUP DATED 9 OCTOBER 2000 ("THE RESTRUCTURING") WERE PASSED BY THE REQUISITE MAJORITIES AND, WHERE APPLICABLE, WERE REGISTERED BY THE REGISTRAR OF COMPANIES ON 31 OCTOBER 2000. 2. THE IMPLEMENTATION OF THE RESTRUCTURING IN TERMS OF AND PURSUANT TO THE RESTRUCTURING:
2.1 PEPGRO WILL UNBUNDLE ITS SHARES IN PEPKOR TO ITS SHAREHOLDERS (AS REFLECTED IN THE REGISTER OF PEPGRO AT THE CLOSE OF BUSINESS ON 3 NOVEMBER 2000). THE LISTINGS OF PEPGRO ORDINARY AND "N" ORDINARY SHARES WILL TERMINATE WITH EFFECT FROM THE CLOSE OF TRADING ON 3 NOVEMBER 2000. PURSUANT TO THE UNBUNDLING, THE VALUE OF PEPGRO WILL BE CLOSE TO ZERO AND SHAREHOLDERS WILL BE ADVISED AS TO THE FUTURE OF THE COMPANY IN DUE COURSE;
2.2 PEPKOR WILL UNBUNDLE ITS INTERESTS IN SHOPRITE AND TRADEHOLD LIMITED ("TRADEHOLD") TO ITS SHAREHOLDERS (AS REFLECTED IN THE REGISTER OF SHAREHOLDERS OF PEPKOR AT THE CLOSE OF BUSINESS ON 3 NOVEMBER 2000 BUT UPDATED FOLLOWING THE PEPGRO UNBUNDLING).
THIS WILL RESULT IN THREE SEPARATE LISTED COMPANIES AS FOLLOWS:
2.2.1 PEPKOR WHICH TRADES AS PEP STORES, ACKERMANS AND BEST & LESS, THE AUSTRALIAN RETAIL CHAIN;
2.2.2 TRADEHOLD WHICH INDIRECTLY HOLDS 68,6% OF BROWN & JACKSON PLC, A COMPANY LISTED ON THE LONDON STOCK EXCHANGE. BROWN & JACKSON PLC OPERATES THE RETAIL CHAINS IN THE UNITED KINGDOM AND EUROPE TRADING AS POUNDSTRETCHER, WHAT EVERYONE WANTS, YOUR MORE STORE AND THE FAMOUS BRUNSWICK WAREHOUSE; AND 2.2.3 SHOPRITE WHICH TRADES MAINLY AS SHOPRITE, CHECKERS, OK, HYPERAMA AND SENTRA;
2.3 THE SHARE CAPITALS OF PEPKOR, TRADEHOLD AND SHOPRITE HAVE BEEN
RESTRUCTURED TO CREATE NEW CLASSES OF SHARES TO BE ISSUED TO PRIVATE COMPANIES WHICH WILL RESULT IN EFFECTIVE CONTROL OF THESE COMPANIES REMAINING WITH DR C H WIESE, FAMILY TRUSTS AND/OR PRIVATE COMPANIES UNDER HIS CONTROL;
2.4 THE LISTING OF THE ORDINARY SHARES IN TRADEHOLD WILL COMMENCE ON MONDAY, 6 NOVEMBER 2000 IN THE "INDUSTRIAL - RETAIL" SECTOR OF THE JOHANNESBURG STOCK EXCHANGE LISTS UNDER THE ABBREVIATED NAME "TRADEH" AND THE JSE SHORT CODE "TDH". THE ABRIDGED PRE-LISTING STATEMENT IN RESPECT OF TRADEHOLD WILL BE PUBLISHED IN THE PRESS ON MONDAY, 6 NOVEMBER 2000. 3. POSTING OF SHARE CERTIFICATES AND CHEQUES
NEW SHARE CERTIFICATES IN PEPKOR, SHOPRITE AND TRADEHOLD (WHERE APPLICABLE) AND CHEQUES, IN RESPECT OF FRACTIONAL ENTITLEMENTS (IF APPLICABLE), WILL BE POSTED TO SHAREHOLDERS ENTITLED THERETO ON MONDAY, 6 NOVEMBER 2000 AND THURSDAY, 9 NOVEMBER 2000, RESPECTIVELY. CAPE TOWN 2 NOVEMBER 2000 CORPORATE ADVISER JAVELIN CAPITAL LIMITED (REGISTRATION NUMBER 2000/010500/06) SPONSORING BROKERS BOE SECURITIES (PTY) LTD MEMBER OF THE JOHANNESBURG STOCK EXCHANGE CO. REG. NO. 1995/012240/07 BARNARD JACOBS MELLET * SECURITIES (PTY) LTD. MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REGISTRATION NUMBER 1987/000175/07 ATTORNEYS JAN S. DE VILLIERS REPORTING ACCOUNTANTS PRICEWATERHOUSECOOPERS INC. CHARTERED ACCOUNTANTS (SA) REGISTERED ACCOUNTANTS & AUDITORS (REGISTRATION NO. 1998/012055/21) TAXATION ADVISER ARTHUR ANDERSEN

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