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SHP - Shoprite - Internal re-organisation, in specie distribution, delisting, liquidation and further cautionary announcement Shoprite Holdings Limited (Registration number 1936/007721/06) Share code: SHP & ISIN: ZAE000012084 ("Shoprite") Internal re-organisation of Shoprite, in specie distribution, delisting, liquidation ("the transaction"), and further cautionary announcement Shoprite ordinary shareholders ("shareholders") are referred to the detailed terms announcement released by Shoprite on SENS on 24 November 2006, the Shoprite press announcement of 27 November 2006 regarding the transaction and the joint Shoprite and Securities Regulation Panel ("SRP") announcement released on SENS on 15 December 2006 (published in the press on 18 December 2006) informing shareholders of the amendment to the transaction timetable. Brait, acting through Maxshell 107 Investments (Proprietary) Limited ("Maxshell"), has decided to amend certain aspects of the proposed transaction in the light of representations made by certain shareholders. 1. The New Retail capital reduction payment and the RMB offer In terms of the transaction, Shoprite proposes, subject to certain conditions precedent, to implement an internal re-organisation and distribution, as contemplated in previous announcements. The terms of the internal re- organisation are proposed to be amended to the effect that New Retail will increase the issue price of the New Retail class B shares to R28.00 per New Retail class B share. New Retail will in turn, increase the value of the New Retail capital reduction payment, paid by New Retail to all New Retail class B shareholders, to R27.99 per New Retail class B share. In the event that a dividend is declared by the Shoprite board for the period to 31 December 2006, such dividend will be paid to shareholders without affecting the amount of the New Retail capital reduction payment. As a result of the above, Rand Merchant Bank, a division of FirstRand Bank Limited, or its Nominee ("RMB"), has increased the purchase consideration under the RMB offer to R27.40 per Shoprite ordinary share. The escalation factor referred to in the announcement of 15 December 2006 will now apply to the revised purchase consideration in each instance with effect from 15 March 2007, as previously announced. 2. Eligibility to take up the New Retail capitalisation right Maxshell has clarified and amended the criteria for eligibility to take up the New Retail capitalisation right, such that: -all persons who acquired beneficial ownership of Shoprite ordinary shares pursuant to trades that occurred prior to the announcement of the transaction at 17:00 on 24 November 2006 ("announcement date") and who remain beneficial owners of Shoprite ordinary shares on the record date of the transaction ("invitation shareholders") shall be eligible to take up the New Retail capitalisation right; - each invitation shareholder shall be entitled to take up the New Retail capitalisation right in respect of his New Retail class B shares corresponding to the lower of: (a) the number of Shoprite ordinary shares beneficially owned by that invitation shareholder pursuant to trades that occurred prior to the announcement date or (b) the number of Shoprite ordinary shares beneficially owned by that invitation shareholder on the record date of the transaction; - each invitation shareholder shall be entitled to elect the New Retail capitalisation right in respect of such portion of his qualifying New Retail class B shares as he may specify. 3. Introduction of Listco Maxshell has proposed a mechanism to allow Shoprite shareholders to retain exposure to New Retail via a listed instrument("Listco") and is currently in initial discussions with the JSE Limited to ascertain whether this instrument can be listed. Further details will be announced as soon as these discussions are concluded. Maxshell proposes that all invitation shareholders who elect the New Retail Capitalisation Right be entitled to transfer their New Retail class A shares and a corresponding number of New Opco debentures to Listco in exchange for listed shares ("targeted shares") and debentures in Listco. This mechanism will provide equivalent economic exposure to New Retail as if they retained their New Retail capitalisation instruments, along with commensurate voting rights in respect of New Retail. 4. Further irrevocable undertaking Shareholders are advised that Brait has obtained a further irrevocable undertaking from fund managers Allan Gray to vote in favour of the transaction and to advise its clients to vote in favour of the transaction, which undertaking is subject to, inter alia, the implementation of the amendments set out above, including the satisfactory finalisation of the Listco arrangement. As at 24 November 2006, clients that have appointed Allan Gray as their portfolio manager hold in aggregate 134 667 211 shares (26.5% of ordinary shares, net of treasury shares) in Shoprite.This undertaking will remain valid until 30 June 2007. 5. Revised detailed terms announcement Shareholders will be advised, by way of a detailed terms announcement, released on SENS and published in the press, of the revised detailed terms and revised dates for the posting of the Shoprite and New Retail circulars ("the circulars") and the revised timetable for the transaction in due course. Shareholders are advised that the timeline and procedure for the SRP hearing will be delayed until the posting of the circulars. 6. Further cautionary announcement Shareholders are advised to continue exercising caution when dealing in their Shoprite ordinary shares until the revised detailed terms announcement, containing further detail on, inter alia, the amendments to the transaction, is published. Cape Town 24 January 2007 Date: 24/01/2007 10:09:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.
