Wrap Text
The unwind of Spar’s 2009 Black Economic Empowerment Transaction
The SPAR Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/001572/06)
JSE Ordinary Share Code: SPP
ISIN: ZAE000058517
(“SPAR”)
THE UNWIND OF SPAR’S 2009 BLACK ECONOMIC EMPOWERMENT TRANSACTION
In August 2009, SPAR ordinary shareholders approved a broad based black economic empowerment transaction (“BBBEE
Transaction”) pursuant to which SPAR created, allocated and issued convertible, redeemable preference shares to the
SPAR BBBEE Retailer Employee Trust and the SPAR BBBEE Employee Trust (collectively, the “Trusts”).
The BBBEE Transaction enabled SPAR employees and retailer employees (the “Beneficiaries”) to acquire the equivalent of
10% of the ordinary share capital of SPAR in issue at the inception of the BBBEE Transaction.
The BBBEE Transaction matured on 19 August 2016. The Trusts have sold approximately 7.4 million SPAR ordinary
shares, on behalf of those Beneficiaries who elected to sell their SPAR ordinary shares for cash, by way of an accelerated
bookbuild offering (the “Offer”), which will settle on 29 August 2016. The Trusts will make an “in specie” distribution of
approximately 48 000 (the “Distribution”) SPAR ordinary shares to those Beneficiaries who elected to receive SPAR
ordinary shares. Following the Offer and the Distribution the Trusts will no longer hold any ordinary shares in SPAR.
The BBBEE Transaction realised gross value of c.R1.5 billion for approximately 16 000 participants.
Pinetown
24 August 2016
Transaction Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
This announcement is for information purposes only and shall not constitute or form part of an offer or solicitation of an offer
to purchase or subscribe for securities in the United States or any other jurisdiction. The Offer is not to be regarded as an
offer or invitation to any person in any jurisdiction to the extent that any applicable legal requirement in such jurisdiction has
not been complied with or it is for any reason illegal or unlawful to make such an offer or invitation in such jurisdiction.
The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent an exemption from, or
transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made
in the United States.
Neither this announcement nor the Offer constitutes or is intended to constitute an offer to the public in South Africa in terms
of the South African Companies Act, 2008 (“South African Companies Act”). In South Africa this announcement is only
being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is
available only to, and will be engaged in only with, persons in South Africa who (i) fall within the categories of persons set
out in section 96(1)(a) of the South African Companies Act or (ii) who are persons who subscribe, as principal, for Offer
Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b) of the South African Companies Act.
Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African
Financial Markets Act, 2012, and/or South African Financial Advisory and Intermediary Services Act, 2002, and nothing in
the document should be construed as constituting the canvassing for, or marketing or advertising of, financial services in
South Africa.
This announcement is for information purposes only and in member states of the European Economic Area (other than the
United Kingdom), is directed only at, and the Offer will only be made to, persons who are qualified investors (as defined in
article 2(1)(e) of EU directive 2003/71/EC (the "Prospectus Directive") and the relevant implementing rules and regulations
adopted by each Member State). In the United Kingdom, this announcement is directed only at and the Offer will only be
made to, the following persons: investment professionals falling within article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"); and high net worth entities, and other persons to whom it may
lawfully be communicated, falling within article 49(2)(a) to (d) of the Order.
This announcement has been issued by and is the sole responsibility of the Trusts. This announcement does not purport to
identify or suggest the risks (direct or indirect) which may be associated with an investment in the securities. No
representation or warranty is made by the Trusts in connection with the Offer, and any investment decision to buy securities
in terms of the Offer must be made solely on the basis of publicly available information.
Date: 24/08/2016 10:00:00 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.