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Posting of Circular and Notice of Scheme Meetings
Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
ISIN no: ZAE000012084
JSE share code: SHP
NSX share code: SRH
(“Shoprite” or “the Company”)
Shoprite Holdings 5% cumulative preference shares
JSE Share Code: SHP2
ISIN no: ZAE000006680
Shoprite Holdings second 5% cumulative preference shares
JSE Share Code: SHP3
ISIN no: ZAE000006698
Shoprite Holdings third 5% cumulative preference shares
JSE Share Code: SHP4
ISIN no: ZAE000006706
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETINGS
1. INTRODUCTION
Shareholders of Shoprite (“Shoprite Shareholders”) are advised that the board of directors of Shoprite
(“the Board”) has resolved, subject to the fulfilment of the conditions precedent, to implement the
acquisition of all of the SHP2, SHP3 and SHP4 preference shares (“the Preference Shares”) via three
separate and unrelated schemes of arrangement in terms of section 114(1)(e) of the Companies Act, No.
71 of 2008, as amended (“the Companies Act”) (“the Schemes”) from the SHP2, SHP3 and SHP4
preference shareholders (“Preference Shareholders”).
Each Scheme will, subject to the fulfilment of the conditions precedent, result in the compulsory
acquisition by Shoprite of the Preference Shares from Preference Shareholders, whereby, the
Preference Shareholders will be obliged to sell, and the Company obliged to purchase, 100% of the
Preference Shares for the scheme considerations of R2.10 per Preference Share (“Scheme
Consideration”).
Each Scheme is subject to approval by the Preference Shareholders of the relevant class of Preference
Shares by way of the adoption of a Special Resolution and the approval by ordinary Shoprite
shareholders by way of the adoption of a Special Resolution. If Preference Shareholders and ordinary
shareholders therefore approve a Scheme, all the other conditions precedent that such a Scheme may
be subject to are fulfilled or waived as the case may be, and such Scheme Becomes Operative, such
Scheme Participants will receive the relevant Scheme Consideration. For the avoidance of doubt, each
class of Preference Shares will be the subject of a separate Scheme with each Scheme being separate
and unrelated to the Scheme of another class.
Shoprite Shareholders are hereby advised that the circular containing, inter alia:
• the Schemes proposed by the Board between Shoprite and the Preference Shareholders; and
• the delisting of the Preference Shares from the JSE Limited (“JSE”);
and incorporating:
• a notice convening the Preference Shareholder general meetings;
• forms of proxy in respect of the Preference Shareholder general meetings (for use by certificated
Preference Shareholders and dematerialised Preference Shareholders with “own-name” registration
only); and
• forms of surrender (for use by certificated Preference Shareholders only) in respect of the Schemes;
(“the Circular”), has been posted to Shoprite Shareholders on Wednesday, 16 September 2015, and is
available on Shoprite’s website: www.shoprite.co.za.
Words and expressions, including capitalised terms, in this posting announcement shall have the same
meaning as assigned to them in the Circular, unless indicated otherwise.
2. BACKGROUND AND RATIONALE FOR THE SCHEMES AND THE DELISTING
The Preference Shares have an aggregate face value of R2.1 million (two million one hundred thousand
Rand). These Preference Shares were initially issued by Shoprite to finance the operating activities of
the Company. The Preference Shares have a nominal value which is less than 0.05% of the market
capitalisation of Shoprite’s ordinary shares. Shoprite considers the cost and administrative burden
associated with maintaining the listings of the Preference Shares on the JSE to be relatively high given
the low nominal value of such Preference Shares. It therefore believes it prudent and efficient to
provide Preference Shareholders with an opportunity to have an amount of cash returned to them in
exchange for their surrender of such Preference Shares, thereby reducing the cost burden of
maintaining the relevant listings to Shoprite.
2.1 Pricing of the Scheme Considerations
In line with Shoprite’s objective of acquiring all of the Preference Shares and in order to encourage
Preference Shareholders to surrender their Preference Shares, the Scheme Consideration of R2.10 per
Preference Shares is R0.10 higher than the original subscription amount received by Shoprite on the
issue of the Preference Shares of R2.00.
3. INDEPENDENT EXPERT’S REPORT
The Board of Shoprite, has appointed BDO Corporate Finance (Proprietary) Limited (“Independent
Expert”) to consider the terms and conditions of the Schemes and to advise whether the Scheme
Considerations are fair and reasonable to all Shoprite Shareholders.
The Independent Expert has advised the Board that it is of the opinion that the Schemes are fair and
reasonable to all Shoprite Shareholders. The full report of the Independent Expert and the basis for its
conclusions are included in the Circular.
4. SHAREHOLDER SUPPORT
Irrevocable undertakings from Shoprite Preference Shareholders with an effective voting right of 86. 6%
in respect of SHP2 shares, 78.6% in respect of SHP3 shares and 80.7% in respect of SHP4 shares, have
been received by Shoprite.
5. NOTICE OF PREFERENCE SHAREHOLDER GENERAL MEETINGS
The Preference Shareholders General Meetings will be held at Shoprite’s registered office, corner of
William Dabb and Old Paarl Roads, Brackenfell, South Africa at 08:45 (SHP2); 09:00 (SHP3) and 09:15
(SHP4) respectively on Monday, 19 October 2015, to consider and, if deemed fit, approve (with or
without modification) the special and ordinary resolutions at the Preference Shareholder general
meetings, to authorise, inter alia, the respective Schemes. These resolutions are recorded in the notices
of Preference Shareholder general meetings contained in the Circular.
6. SALIENT DATES AND TIMES
2015
Record date to be eligible to receive the Circular Friday, 4 September
Circular posted to Shareholders on Wednesday, 16 September
Last day to trade Preference Shares in order to be recorded in the Registers
on the relevant Preference Shareholder General Meeting Record Date on Friday, 2 October
Preference Shareholder general meetings record date being 17:00 on Friday, 9 October
Forms of proxy to be received by 08:45 (SHP2), 09:00 (SHP3) and
09:15 (SHP4) on Thursday, 15 October
Last date for a Preference Shareholder to give notice to Shoprite objecting
to the Preference Shareholder Resolutions to adopt a Scheme being 08:45
(SHP2), 09:00 (SHP3) and 09:15 (SHP4) on (objections must be received by
the Company prior to commencement of the relevant Preference Shareholder
general meeting) Monday, 19 October
Preference Shareholder general meetings to be held at corner William Dabs
and Old Paarl Roads, Brackenfell, South Africa, at 08:45 (SHP2), 09:00 (SHP3)
and 09:15 (SHP4) respectively on Monday, 19 October
Results of the Preference Shareholder general meetings published on SENS on Monday, 19 October
Last date for Shareholders who voted against a resolution in respect of a Scheme
(if at least 15% of the voting rights exercised on that resolution opposed that
resolution) to require Shoprite to approach a Court to approve that Scheme Monday, 26 October
Last date for Shareholders who voted against the resolution in respect of a
Scheme to apply to Court for leave to apply to Court for a review of the Scheme Monday, 2 November
Last date for Shoprite to send Dissenting Shareholders notices of the adoption
of the special Preference Shareholder Resolutions and the Special Resolutions
by Shareholders to adopt a relevant Scheme on Monday, 2 November
Illustrative possible last day for Dissenting Shareholders who complied with
section 164(5) to lodge demands in terms of section 164(5) (dissenting
Shareholders have 20 business days after receiving the notices Shoprite sent
them of the adoption of the special Preference Shareholder resolutions, to
lodge such demands) Monday, 7 December
Illustrative possible last date for the fulfilment or waiver of the Schemes’
condition precedents Tuesday, 15 December
The Schemes’ conditions precedents are expected to be fulfilled by no later
than 17:00 on Wednesday, 15 December
Illustrative settlement dates should a particular Scheme Become Operative (and no Court approval is
required and there are no dissenting shareholders)
Expected Scheme Finalisation date announcements released on SENS
before 11:00 on Thursday, 26 November
Expected Scheme Finalisation date announcements published in the press on Friday, 27 November
Expected respective Scheme’s last day to trade on Friday, 4 December
Expected suspension of listing of Preference Shares at the commencement of
trade on the JSE on Monday, 7 December
Expected Schemes record dates on Friday, 11 December
Expected Schemes implementation dates on Monday, 14 December
Expected date of payment of Scheme Considerations to be paid electronically or
posted to certificated Preference Shareholders (if the form of surrender and
documents of title are received by the transfer secretaries on or before
12:00 on the relevant Scheme record date) on Monday, 14 December
Dematerialised Scheme participants expected to have their accounts held at
their CSDP or broker debited with the Scheme shares and credited with the
Scheme Considerations on Monday, 14 December
Expected termination of listing of the Preference Shares on the JSE at the
commencement of trade on Tuesday, 15 December
Notes:
1. The above dates and times are subject to change. Any such change will be released on SENS once
approved by the JSE and/or the Takeover Panel, if required.
2. Preference Shareholders should note that, as trade in Preference Shares on the JSE is settled through
Strate Proprietary Limited, settlement of trades takes place five business days after the date of such
trades. Therefore, Preference Shareholders who acquire Preference Shares on the JSE after the last day
to trade in Preference Shares in order to be recorded in the register on the Preference Shareholder
general meetings record dates will not be entitled to vote at the Preference Shareholder general
meetings.
3. Dematerialised Preference Shareholders, other than those with “own-name” registration, must
provide their CSDP or broker with their instructions for voting at the relevant Preference Shareholder
general meetings by the cut-off time and date stipulated by their CSDP or broker in terms of their
respective custody agreements.
4. No dematerialisation or rematerialisation of Preference Shares may take place from the business day
following the relevant Scheme last day to trade.
5. If a Preference Shareholder general meeting is adjourned or postponed, forms of proxy submitted for
the initial relevant Preference Shareholder general meeting will remain valid in respect of any
adjournment or postponement of such meeting.
6. Preference Shareholders who wish to exercise their appraisal rights, which are the rights afforded to
Shareholders in terms of section 164 of the Companies Act are referred to Annexure IV of the Circular
for purposes of determining the relevant timing for the exercise of their appraisal rights.
7. All times referred to in this Circular are South African standard times.
Johannesburg
16 September 2015
Corporate Advisor and Transactional Sponsor
Bravura Capital (Pty) Ltd
Attorneys
Werksmans Attorneys
Independent Expert
BDO Corporate Finance (Pty) Ltd
Date: 16/09/2015 02:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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