CHOPPIES ENTERPRISES LIMITED - Shareholder announcement: small related party transaction

Shareholder announcement: small related party transaction

Choppies Enterprises Limited
(Registration number 2004/1681)
BSEL share code: CHOPPIES
JSE share code: CHP
ISIN: BW0000001072
(“Choppies” or the “Company” and, together with its subsidiaries, the “Group”)

SHAREHOLDER ANNOUNCEMENT: SMALL RELATED PARTY TRANSACTION

1.    Shareholders are directed to the Company’s previous announcements, the last of which was
      published on 21 May 2019.

2.    Shareholders are advised that, on or about 11 January 2019, the Company entered into an
      agreement with Phelekezela Mphoko and Siqokoqela Mphoko (both, the “Mphokos”) in terms
      of which:

      (i)     Choppies agreed to acquire all the shares previously held by the Mphokos in Nanavac
              Investments (Private) Limited (“Nanavac Investments”) for a consideration of
              US$2,900,000 (United States Dollars Two Million Nine Hundred Thousand); and
      (ii)    Choppies and the Mphokos agreed to settle all the disputes between them.

      (the “Nanavac Transaction”).

3.    The Nanavac Transaction was completed in January 2019 and shareholders are referred to the
      announcement released on 23 January 2019 in this regard.

4.    Nanavac Investments, trading as Choppies Supermarkets Zimbabwe, houses the Zimbabwean
      trading activities of the Choppies Group. Prior to completion of the Nanavac Transaction,
      Choppies held 93% of the economic interest and 49% of the equity in Nanavac Investments
      while the Mphokos held a 7% economic interest and 51% of the equity. Following completion
      of the Nanavac Transaction, Choppies now holds 100% of the economic interest and equity in
      Nanavac Investments.

5.    In accordance with section 7.6(b) of the Botswana Stock Exchange Limited (“BSEL”) Equity
      Listings Requirements (the “Listings Requirements”) the audit committee of the Company (the
      “Audit Committee”) has reviewed the terms of the Nanavac Transaction and has determined
      that the terms of the Nanavac Transaction were fair as far as the shareholders of the Company
      were concerned. The determination of the Audit Committee will be available for inspection at
      the registered office of the Company, for a period of 28 days from the date of this
      announcement.

6.    Furthermore, in terms of section 7.6 of the Listings Requirements, Choppies shareholders will
      not be required to vote on or approve the Nanavac Transaction and this announcement is
      therefore for information purposes only.

The Company’s primary listing is on the BSEL and its secondary listing is on the Johannesburg Stock
Exchange.

By Order of the Board

3 June 2019
BSEL Sponsoring Broker

AFRICAN ALLIANCE BOTSWANA LIMITED

JSE Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)



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