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Notice of General Meetings, Amendment of MOI and Redemption Of Preference Shares
Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
ISIN no: ZAE 000012084
JSE share code: SHP
NSX share code: SRH
LUSE share code: SHOPRITE
(“Shoprite Holdings” or “the Company”)
Shoprite Holdings 5% cumulative preference shares (“SHP2”)
JSE Share Code: SHP2
ISIN no: ZAE000006680
Shoprite Holdings second 5% cumulative preference shares (SHP3”)
JSE Share Code: SHP3
ISIN no: ZAE000006698
Shoprite Holdings third 5% cumulative preference shares (“SHP4”)
JSE Share Code: SHP4
ISIN no: ZAE000006706
Shoprite Holdings 6% cumulative preference shares (“SHP1”)
JSE Share Code: SHP1
ISIN no: ZAE000006672
NOTICE OF GENERAL MEETINGS, AMENDMENT OF THE COMPANY’S
MEMORANDUM OF INCORPORATION (“MOI”) AND REDEMPTION OF PREFERENCE
SHARES
1. INTRODUCTION
The Board of Directors of Shoprite Holdings has resolved to
propose amendments to the Company’s MOI in order to convert the
Shoprite preference shares currently in issue and listed on the
JSE Limited’s Main Board, being SHP1, SHP2, SHP3 and
SHP4(“Preference Shares”), into cumulative redeemable preference
shares.
Shoprite Holdings is providing for the compulsory redemption of
the Preference Shares at a price of R2.00 (two Rand) per
Preference Share on 17 November 2014 (the “Redemptions”).
2. GENERAL MEETINGS
The JSE has approved the terms of the amendments to the MOI. The
MOI will only be amended after the adoption of the special
resolutions to be voted on at the following general meetings:
1. the Company’s Annual General Meeting to be held at the
Company’s registered office, corner William Dabs and Old
Paarl Roads, Brackenfell, South Africa (“Registered
Office”) on Monday, 27 October 2014 at 09:30 (South African
time);
2. the Special General Meeting of SHP2 Shareholders to be held
at the Company’s Registered Office, on Monday, 27 October
at 08:30 (South African time);
3. the Special General Meeting of SHP3 Shareholders to be held
at the Company’s Registered Office, on Monday, 27 October
at 08:45 (South African time);
4. the Special General Meeting of SHP4 Shareholders to be held
at the Company’s Registered Office, on Monday, 27 October
at 09:00 (South African time); and
5. the Special General Meeting of SHP1 Shareholders to be held
at the Company’s Registered Office, on Monday, 27 October
at 09:15 (South African time).
(collectively referred to as the “General Meetings”)
The notices to the above mentioned general meetings are
contained in the Company’s Integrated Annual Report which was
made available to Shoprite Holdings shareholders today, 29
September 2014.
Due to the ongoing postal strike, delays may be experienced in
the receipt of the Integrated Annual Report. Shareholders can
contact Mr Pieter du Preez at 0219804279 to request an
electronic version of the Integrated Annual Report. In addition,
the Integrated Annual Report is also available on the Company’s
website, www.shopriteholdings.co.za.
3. SALIENT DATES OF THE REDEMPTIONS
2014
Record Date to determine which
shareholders are entitled to receive the
Integrated Annual Report and notice of
General Meetings Friday, 19 September
Notice of General Meetings released on
SENS on Monday, 29 September
Integrated Annual Report and notice of
General Meetings made available to
shareholders on Monday, 29 September
Last date to trade in Preference Shares in
order to be recorded in the register to
vote at the General Meetings on Friday, 10 October
Voting record date by close of trading on Friday, 17 October
Last date to lodge proxy forms in respect
of the Special General Meeting to be held
for SHP2 by 8:30 on Friday, 24 October
Last date to lodge proxy forms in respect
of the Special General Meeting to be held
for SHP3 by 8:45 on Friday, 24 October
Last date to lodge proxy forms in respect
of the Special General Meeting to be held
for SHP4 by 9:00 on Friday, 24 October
Last date to lodge proxy forms in respect
of the Special General Meeting to be held
for SHP1 by 9:15 on Friday, 24 October
Last date to lodge proxy forms in respect
of the Annual General Meeting of ordinary
shareholders by 9:30 on Friday, 24 October
Special General Meeting of SHP2
Shareholders to be held at 8:30 on Monday, 27 October
Special General Meeting of SHP3
Shareholders to be held at 8:45 on Monday, 27 October
Special General Meeting of SHP4
Shareholders to be held at 9:00 on Monday, 27 October
Special General Meeting of SHP1
Shareholders to be held at 9:15 on Monday, 27 October
Annual General Meeting of ordinary
shareholders to be held at 9:30 on Monday, 27 October
Results of General Meetings released on
SENS on Monday, 27 October
Filing of special resolutions relating to
the amendments to the Memorandum of
Incorporation with Companies and
Intellectual Property Commission (“CIPC”)
on or about Monday, 27 October
Finalisation announcement relating to the
Redemptions released on SENS on Monday, 27 October
Finalisation announcement relating to the
Redemptions published in the press on Tuesday, 28 October
If CIPC acceptance of the special
resolutions has taken place by 30 October
2014, then the following dates will apply:
Last date to trade in the Preference
Shares to be eligible for the Redemptions
on Friday, 7 November
Suspension of Preference Shares on the JSE
trading system on Monday, 10 November
Record date to determine the shareholders
whose Preference Shares will be subject to
the Redemptions on Friday, 14 November
Redemptions of the Preference Shares on Monday, 17 November
Payment of cash for the Redemptions of the
Preference Shares on Monday, 17 November
Termination of Preference Shares on the
JSE trading system at commencement of
traded on Tuesday, 18 November
Notes:
1. The specified dates and times are subject to change. Any changes will be
released on SENS and published in the press.
2. Shareholders may not dematerialise or rematerialise their Preference
Shares after Friday, 7 November 2014.
Cape Town
29 September 2014
Transactional Sponsor and Corporate Advisor
Bravura Capital (Pty) Ltd
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