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Posting of Circular and Notices convening the Stores General Meeting and Annual General Meeting
Pick n Pay Holdings Limited RF
(Incorporated in the Republic of South Africa)
Registration number: 1981/009610/06
JSE Share Code: PWK ISIN: ZAE000005724
(“Holdings” or “the Company”)
POSTING OF CIRCULAR AND NOTICE CONVENING THE HOLDINGS GENERAL MEETING AND ANNUAUL GENERAL MEETING
1. INTRODUCTION
Holdings ordinary shareholders (“Holdings Shareholders”) are referred to the announcements released by Holdings and
Pick n Pay Stores Limited (“Stores”) (together the “Pick n Pay Group”) on the stock exchange news service (“SENS”)
operated by the JSE Limited (“JSE”) on 14 June 2016 in which both Holdings and Stores announced the restructure by
Pick n Pay Group of its existing pyramid control structure.
The restructure will comprise the unbundling by Holdings of all the issued ordinary shares in Stores held by
Holdings at the time of the Unbundling (“Unbundling”) and inextricably linked to and conditional on the Unbundling,
a new class of unlisted voting shares in Stores (the “B Shares”) will be created and issued by Stores to Ackerman
Investment Holdings Proprietary Limited and other entities related to members of the Ackerman Family (together,
“Ackerman Family”). The issue of the B Shares (“B Share Issuance”) is to maintain the effective voting position that
the Ackerman Family currently holds in Stores through their shareholding in Holdings. The Unbundling and the B Share
Issuance are hereinafter collectively referred to as the “Transaction”. Subsequent to the Unbundling, all of the
issued shares of Holdings will be acquired by Stores by way of a scheme of arrangement (the “Scheme”), as
contemplated in sections 114 and 115 of the Companies Act 71 of 2008, as amended (“Companies Act”). Holdings will be
delisted from the JSE (the “Delisting”) after the Scheme.
Holdings Shareholders are hereby advised that the following documents have been posted to Holdings Shareholders
today, 24 June 2016:
• a letter to Holdings Shareholders explaining the proposed elimination of the pyramid control structure of the
Pick n Pay Group; and
• a circular to Holdings Shareholders containing, inter alia, details of the Unbundling, the Scheme, the Delisting,
a notice convening the general meeting of Holdings Shareholders (“Holdings General Meeting”), a form of proxy and
a form of surrender and transfer (“Holdings Circular”).
Due to the Unbundling being inextricably linked to the B Share Issuance the following Stores documents will be
posted to Holdings Shareholders with the above mentioned documents and Holdings Shareholders are encouraged to
also familiarise themselves with the content of these documents for a full understanding of the Transaction:
• a letter to Stores shareholders explaining the proposed elimination of the pyramid control structure of the
Pick n Pay Group; and
• a circular to Stores shareholders containing, inter alia, details of the Unbundling, the replacement of the
Stores memorandum of incorporation, the B Share Issuance, a notice convening the general meeting of Stores
shareholders (“Stores General Meeting”) and a form of proxy (“Stores Circular”).
2. NOTICE CONVENING THE HOLDINGS GENERAL MEETING
The Holdings General Meeting will be held at 08:30 on Monday, 25 July 2016, at Pick n Pay Office Park, 101 Rosmead
Avenue, Kenilworth, Cape Town to consider and, if deemed fit, pass, with or without modification, the special and
ordinary resolutions required to implement the Unbundling and/or the Scheme and any related issues.
The important dates and times applicable to Holdings Shareholders are set out below:
2016
Record date to determine which Holdings Shareholders are entitled to receive the
Holdings Circular Friday, 17 June
Holdings and Stores Circulars posted to Holdings Shareholders Friday, 24 June
Last day to trade in order to be recorded in the Holdings share register in order
to be eligible to attend and vote at the Holdings General Meeting Tuesday, 12 July
Record date for Holdings Shareholders to be recorded in the Holdings share register
in order to be eligible to attend and vote at the Holdings General Meeting Friday, 15 July
Recommended last day to lodge forms of proxy for the Holdings General Meeting
by 08:30 Thursday, 21 July
Holdings General Meeting to be held at Pick n Pay Office Park, 101 Rosmead Avenue,
Kenilworth, Cape Town at 08:30 Monday, 25 July
Results of the Holdings General Meeting released on SENS Monday, 25 July
Results of the Holdings General Meeting published in the press Tuesday, 26 July
If (i) all of the resolutions relating to the Unbundling and the Scheme are passed by the requisite majority of
Holdings Shareholders at the Holdings General Meeting, and (ii) all of the resolutions required to give effect
to the Transaction are passed by Stores shareholders at the Stores General Meeting:
Last day for Holdings Shareholders who voted against the Unbundling and/or Scheme
to require Holdings to seek court approval for the Unbundling and/or Scheme in terms
of section 115(3)(a) of the Companies Act Monday, 1 August
Last day to send notice of adoption of special resolutions to dissenting Holdings
Shareholders, in accordance with section 164 of the Companies Act (see note 3) Monday, 8 August
Last day for Holdings Shareholders who voted against the Unbundling and/or Scheme
to apply to court for leave to apply for a review of the Unbundling and/or Scheme
in terms of section 115(3)(b) of the Companies Act Tuesday, 6 September
The following dates assume that no court approval or review of the Unbundling
and/or Scheme is required and will be confirmed in the finalisation announcement if the Unbundling and/or Scheme
becomes unconditional:
Compliance certificate expected to be received from the Takeover Regulation
Panel established in terms of section 196 of the Companies Act Wednesday, 10 August
Finalisation announcement expected to be released on SENS Friday, 12 August
Expected last day to trade in Holdings shares in order to participate in
the Unbundling and the Scheme Tuesday, 23 August
Holdings shares expected to be suspended on JSE trading system Wednesday, 24 August
Holdings Shareholders expected to be able to trade their entitlement to
Stores shares Wednesday, 24 August
Announcement of specified ratio apportionment and fractional amount payment
expected to be released on SENS Thursday, 25 August
Expected record date on which Holdings Shareholders must be recorded in
the Holdings share register to participate in the Unbundling and Scheme Friday, 26 August
Expected Operative Date of the Unbundling and the Scheme Monday, 29 August
Dematerialised Holdings Shareholders’ accounts at CSDPs or brokers expected
to be updated and credited Monday, 29 August
Certificated Holdings Shareholders expected to have their new share
certificates and Scheme consideration posted if forms of surrender and
transfer have been received by the transfer secretaries on or before 12:00
on the record date (see note 4) Monday, 29 August
Expected termination of the listing of Holdings shares at commencement of
trade on the JSE Tuesday, 30 August
Notes
1. All times shown above are South African local times.
2. The above dates and times are subject to amendment. Any material amendments will be released on SENS.
3. Holdings will send the required notice to objecting Holdings Shareholders, if any, in terms of section 164(4)
of the Companies Act on Monday, 8 August 2016, but the last day for sending this notice is 10 business days
after the date of the Holdings General Meeting.
4. Certificated Holdings Shareholders whose Holdings share certificates and duly completed forms of surrender
and transfer are received by the transfer secretaries after 12:00 on Friday, 26 August 2016 will have their
Scheme consideration transferred to them by electronic funds transfer if they have stipulated a valid bank
account for this in the form of surrender and transfer, or failing that posted to them by registered post
at their own risk within five business days of such receipt.
5. Certificated Holdings shares may not be dematerialised or rematerialised after Tuesday, 23 August 2016.
6. It is possible for the Transaction to proceed and be implemented but not the Scheme if the Scheme conditions
precedent, as noted in the Holdings Circular, are not met.
3. NOTICE CONVENING THE HOLDINGS ANNUAL GENERAL MEETING
The annual general meeting of Holdings will commence at the later of 10:30 or as soon as the annual general
meeting of Stores has been completed, on Monday, 25 July 2016 at the registered office, Pick n Pay Office Park,
101 Rosmead Avenue, Kenilworth, Cape Town to transact business as stated in the notice of annual general
meeting.
The notice and proxy form of the annual general meeting was posted to shareholders on 24 June 2016, together
with the summarised audited financial statements. The notice and proxy form will also be available on our
website, www.picknpayinvestor.co.za, by close of business on 24 June 2016.
By order of the board of directors of Holdings
Cape Town
24 June 2016
Financial Adviser and Merchant Bank Legal Adviser
to the Ackerman Family and to the Ackerman Family and
Transaction Originator and Coordinator Transaction Originator and Coordinator
Rand Merchant Bank a division of ENS Africa
FirstRand Bank Limited
Adviser and Sponsor to Holdings Legal Adviser to Holdings
Investec Specialist Bank Werksmans Attorneys
Date: 24/06/2016 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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