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Posting of Circular and Notices convening the Stores General Meeting and Annual General Meeting
Pick n Pay Stores Limited
(Incorporated in the Republic of South Africa)
Registration number: 1968/008034/06
JSE Share Code: PIK ISIN: ZAE000005443
(“Stores” or “the Company”)
POSTING OF CIRCULAR AND NOTICES CONVENING THE STORES GENERAL MEETING AND ANNUAL GENERAL MEETING
1. INTRODUCTION
Stores ordinary shareholders (“Stores Shareholders”) are referred to the announcements released by Stores and
Pick n Pay Holdings Limited RF (“Holdings”) (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.
Stores Shareholders are hereby advised that the following documents have been posted to Stores Shareholders
today, 24 June 2016:
• 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”).
Due to the B Share Issuance being inextricably linked to the Unbundling the following Holdings documents will be
posted to Stores Shareholders with the above mentioned documents and Stores Shareholders are encouraged to also
familiarise themselves with the content of these documents for a full understanding of the Transaction:
• a letter to Holdings ordinary shareholders (“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”).
2. NOTICE CONVENING THE STORES GENERAL MEETING
The Stores General Meeting will be held after the completion of the Holdings General Meeting or at 09:00,
whichever is the later, 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 B Share Issuance and any related issues.
The important dates and times applicable to Stores Shareholders are set out below:
2016
Record date to determine which Stores Shareholders are entitled to receive
the Stores Circular Friday, 17 June
Holdings and Stores Circulars posted to Stores Shareholders Friday, 24 June
Last day to trade in order to be recorded in the Stores share
register in order to be eligible to attend and vote at the
Stores General Meeting Tuesday, 12 July
Record date for Stores Shareholders to be recorded in the Stores share
register in order to be eligible to attend and vote at the Stores General
Meeting Friday, 15 July
Recommended last day to lodge forms of proxy for the Stores General Meeting
by 09:00 Thursday, 21 July
Stores General Meeting to be held at Pick n Pay Office Park, 101 Rosmead
Avenue, Kenilworth, Cape Town after the completion of the Holdings General
Meeting or at 09:00 (whichever is the later) Monday, 25 July
Results of the Stores General Meeting released on SENS Monday, 25 July
Results of the Stores General Meeting published in the press Tuesday, 26 July
The following dates assume that no court approval or review of the Unbundling is required at Holdings level
and will be confirmed in the finalisation announcement if the Unbundling becomes unconditional and all the
resolutions proposed at the Stores General Meeting and the Holdings General Meeting are passed:
Finalisation announcement expected to be released on SENS Friday, 12 August
Expected date on which the B Shares will be issued Monday, 29 August
Notes
1. All times shown above are South African local times.
2. All dates and times in respect of the Unbundling are subject to change. The above dates have been determined
based on certain assumptions regarding the Unbundling. If the relevant dates in respect of the Unbundling
change and the dates above are impacted a change will be released on SENS.
3. NOTICE CONVENING THE STORES ANNUAL GENERAL MEETING
The annual general meeting of Stores will commence at the later of 10:00 or as soon as the Stores General Meeting has
been completed. The annual general meeting will be held 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 the 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 Stores
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 Stores Legal Adviser to Stores
Investec Specialist Bank Werksmans Attorneys
Date: 24/06/2016 03:01:00 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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