SUPER GROUP LIMITED - Super Group announces accelerated bookbuild offering of up to R500 million

Super Group announces accelerated bookbuild offering of up to R500 million

SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1943/016107/06)
Share code: SPG ISIN: ZAE000161832
(“Super Group” or “the Company”)

SUPER GROUP ANNOUNCES ACCELERATED BOOKBUILD OFFERING OF UP TO R500 MILLION

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE
UNITED STATES OR ANY OTHER JURISDICTION.

Super Group hereby announces the launch of an equity offering of up to R500 million by way of an
accelerated bookbuild (“Bookbuild”). The new Super Group ordinary shares to be issued (“Bookbuild
Shares”) will be issued under the Company’s existing general authority to issue shares for cash, as
approved by shareholders at the general meeting held on 24 January 2017. Investec Bank Limited
(“Bookrunner”) is acting as sole bookrunner.

The proceeds of the Bookbuild will be utilised to partly fund the acquisitions completed since the 30 June
2017 year end (including Slough Motor Corporation and Servicios Empres. Ader S.A as detailed in Super
Group’s Reviewed Final Results for the year ended 30 June 2017 and released on the JSE Limited’s
(“JSE”) Stock Exchange News Service on 28 August 2017), which have resulted in a gross cash outflow
of approximately R968 million.

Participation in the Bookbuild will be offered to qualifying investors only (as set out in the disclaimers
below) and does not constitute nor is it intended to constitute an offer to the public to purchase or subscribe
for any Super Group shares.

The book for the Bookbuild is open with immediate effect and may close at any time thereafter. Pricing
and allocations will be decided at the close of the Bookbuild. The timing of the closing of the Bookbuild
and the price at which the Bookbuild Shares will be placed (“Bookbuild Price”) are at the discretion of
Super Group and the Bookrunner. Details of the number of Bookbuild Shares placed and the Bookbuild
Price will be announced as soon as practicable following the closing of the Bookbuild.

The Bookbuild is subject to pricing that is acceptable to Super Group and Super Group reserves the right
to amend the quantum of the Bookbuild.

Listing and trading of the Bookbuild Shares on the exchange operated by the JSE is expected to
commence within three business days after the closing of the Bookbuild. The Bookbuild Shares, when
issued, will be fully paid and will rank pari passu in all respects with the existing Super Group ordinary
shares in issue.

Johannesburg
12 October 2017

Sole Bookrunner
Investec Bank Limited

JSE sponsor
Deutsche Securities (SA) Proprietary Limited

The distribution of this announcement and the offer and sale of the Bookbuild Shares in certain
jurisdictions may be restricted by law. The Bookbuild Shares will not be offered to the public in any
jurisdiction in circumstances which would require the preparation or registration of any prospectus or
offering document relating to the Bookbuild Shares in such jurisdiction. No action has been taken by Super
Group or the Bookrunner or any of their respective affiliates that would permit an offering of the Bookbuild
Shares or possession or distribution of this announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform themselves about and to observe any such
restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.

In South Africa, the Bookbuild will not be an “offer to the public” as defined in the South African Companies
Act, No.71 of 2008 (“Companies Act”). Qualifying investors will accordingly only be permitted to apply for
shares, if the applicant is a person who or which falls within one of the specified categories of persons
listed in section 96(1)(a) of the Companies Act, or in accordance with s96(1)(b) of the Companies Act, the
application is for a minimum contemplated total acquisition cost, per single addressee acting as principal,
of greater than or equal to ZAR1 000 000.

This press release is for informational purposes only and does not constitute or form a part of an offer to
sell or a solicitation of an offer to purchase any security in the United States or in any other jurisdiction
where such offer or solicitation is unlawful. The securities described in this press release have not been
and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any
applicable state or foreign securities laws and may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of the Securities Act. There will be no
public offering of securities in the United States.

In Member States of the European Economic Area, this announcement and any offer if made
subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the
Prospectus Directive (“Qualifying Investors”). For these purposes, the expression “Prospectus Directive”
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive),
and includes any relevant implementing measure in the Member State and the expression “2010 PD
Amending Directive” means Directive 2010/73/EU. In the United Kingdom, this announcement is
directed exclusively at Qualifying Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the
Order, and (iii) to whom it may otherwise lawfully be communicated.

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