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SHP - Shoprite - Internal reorganisation of Shoprite, in specie distribution, delisting, liquidation and further cautionary announcement Shoprite Holdings Limited Registration number (1936/007721/06) Share code: SHP ISIN number: ZAE000012084 ("Shoprite" or "the Company") Internal reorganisation of Shoprite, in specie distribution, delisting, liquidation ("the transaction") and further cautionary announcement Shoprite ordinary shareholders ("shareholders") are referred to the cautionary announcement released by Shoprite on SENS on 12 March 2007 and published in the press on 13 March 2007 regarding the transaction. The Securities Regulation Panel ("SRP" or "the Panel") received a complaint in relation to an aspect of the transaction and consequently convened a hearing, held on 3 April 2007 at the offices of the SRP, before an executive committee of the Panel to consider the complaint and rule on the matter in terms of the SRP Code ("the Code"). 1. The complaint The complaint was that, as Absa Bank Limited is a commercial banker to the Shoprite Group, Absa Capital, a division of Absa Bank Limited, ("Absa Capital") is not an appropriate external advisor to the Board of Shoprite ("the Board").
2. Decision of the Executive Committee of the Panel The Executive Committee of the Panel unanimously dismissed the complaint in its entirety. 3. Status of the Absa Capital opinion Absa Capital provided a preliminary opinion ("the preliminary opinion") to the Board at the time of the detailed terms announcement, published on SENS on 24 November 2006 and in the press on 27 November 2006 ("the detailed terms announcement"). As set out in the detailed terms announcement, the preliminary opinion was based on information available to Absa Capital up to the date of the detailed terms announcement and is accordingly outdated. As further set out in the detailed terms announcement, Absa Capital`s opinion will be updated and formalised in an opinion letter to the Board as at the last practicable date prior to the posting of the circular to shareholders regarding the transaction and this opinion will be included in such circular. 4. Further cautionary announcement
Shareholders are advised to continue exercising caution when dealing in their Shoprite ordinary shares until the detailed revised terms are published. Cape Town 4 April 2007 Sponsor Nedbank Capital Date: 04/04/2007 16:30:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.
