Wrap Text
Launch of accelerated bookbuild offering of ordinary shares held by Ackerman Investment Holdings in Pick n Pay
Pick n Pay Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/008034/06)
JSE and A2X share code: PIK
ISIN: ZAE000005443
("Pick n Pay" or "the Company")
LAUNCH OF ACCELERATED BOOKBUILD OFFERING OF ORDINARY SHARES HELD BY ACKERMAN
INVESTMENT HOLDINGS IN PICK N PAY
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.
Ackerman Investment Holdings (RF) Proprietary Limited (the "Selling Shareholder"), and its related and inter-related
persons (collectively, the "Ackerman Family"), has long been the founding and anchor investor in Pick n Pay.
The Ackerman Family supported Pick n Pay's restructuring and recapitalisation in 2024 by providing R1.1 billion of
equity support to Pick n Pay's rights offer and by supporting the initial public offering and separate listing of Boxer Retail
Limited. The Ackerman Family followed its rights in full and subscribed for 64,038,857 ordinary shares in Pick n Pay in
the rights offer.
The Ackerman Family has informed the Company that, as Pick n Pay's financial position and performance has
improved, the Ackerman Family wishes to settle the third-party funding raised to support Pick n Pay's restructuring and
recapitalisation, together with the associated professional fees and other costs, including 16 months of servicing that
funding. Accordingly, the Ackerman Family proposes to dispose of up to 64,038,857 ordinary shares in Pick n Pay (the
"Placement Shares") by way of an accelerated bookbuild offering ("Placement"). The 105,186,279 "B" shares held by
the Ackerman Family, and which are attached to the Placement Shares, will not be disposed of pursuant to the
Placement, will thus automatically lose their voting rights and will be cancelled by Pick n Pay. The disposal of the
Placement Shares and the corresponding loss in the voting rights of the associated "B" shares will result in the
Ackerman Family's aggregate voting interest in Pick 'n Pay decreasing from 49.0% to not less than 36.8% and its
aggregate economic interest decreasing from 26.7% to not less than 18.2%.
The Placement Shares represent up to 8.5% of the total issued ordinary shares of Pick n Pay. If the Ackerman Family
disposes of all of the Placement Shares, it will continue to hold 135 354 720 ordinary shares in Pick n Pay. The
Ackerman Family remains fully committed to Pick n Pay, to Sean Summers and his leadership team and to the
Company's turnaround plan and growth strategy. The Ackerman Family will continue to be an anchor shareholder and
long-term investor in Pick n Pay and, in line with standard market practice, the Ackerman Family has agreed to a lock
up, subject to customary exceptions and waivers by the Joint Global Coordinators, for a period of 90 days post-
settlement of the Placement.
The Placement is being made to qualifying investors only (as described in greater detail in the "Important Notice"
disclaimer below), subject to customary selling restrictions, and is not an offer to the public in South Africa or in any
other jurisdiction. Participation in the Placement is reserved for invited investors only and is subject to the terms and
conditions provided to the invited investors.
The book for the Placement is open with immediate effect and is expected to close as soon as possible. Pricing and
allocations will be announced as soon as practicable following the closing of the book.
Pursuant to a placement agreement entered into with the Selling Shareholder, Rand Merchant Bank (a division of
FirstRand Bank Limited) and Morgan Stanley & Co International Plc (the "Joint Global Coordinators") are acting as
Joint Global Coordinators for the Placement.
Cape Town
17 November 2025
Joint Global Coordinators
Rand Merchant Bank (a division of FirstRand Bank Limited)
Morgan Stanley & Co. International plc
Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Advisors to the Selling Shareholder
Rothschild & Co and Morado Partners
Legal Advisor to the Selling Shareholder
DLA Piper Advisory Services Proprietary Limited and DLA Piper UK LLP
Legal Advisors to the Joint Global Coordinators
Bowman Gilfillan Inc. t/a Bowmans and Milbank LLP
IMPORTANT NOTICE
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the district of Columbia), Australia, Canada, Japan or
any other jurisdiction in which offers, sales or announcement would be prohibited by applicable laws and regulations.
The distribution of this announcement and the offering of the Placement Shares in certain jurisdictions may be restricted
by law in certain jurisdictions and persons into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
This announcement is for information purposes only and does not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction
to whom or in which such offer or solicitation is unlawful. The Placement Shares have not been and will not be offered
to the public in any jurisdiction in circumstances which would require the preparation or registration of the Placement
Shares or any offering document relating to the Placement in such jurisdiction. The Placement Shares have not been,
and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or the securities law
of any state or other jurisdiction of the United States, and accordingly may not be offered or sold, directly or indirectly,
in or into the United States unless registered under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements thereof. The Placement Shares are being offered in the United
States only to a limited number of persons reasonably believed to be "qualified institutional buyers" ("QIBs") in reliance
on Rule 144A under the Securities Act or another exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, and are being sold outside the United States in offshore transactions in accordance
with Regulation S under the Securities Act. There will be no public offering in the United States.
The offer and sale of the Placement Shares have not been, and will not be, registered under the applicable securities
laws of Australia, Canada or Japan. Subject to certain exceptions, the Placement Shares referred to herein may not be
offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There will be no public offer of Placement Shares in Australia, Canada, and Japan.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for Placement Shares in South Africa, including an offer to the public for the sale of, or subscription for, or
the solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, 2008
("the South African Companies Act") and will not be distributed to any person in South Africa in any manner that could
be construed as an offer to the public in terms of the South African Companies Act. This announcement does not, nor
is it intended to constitute a "registered prospectus" as contemplated in the South African Companies Act. This
announcement does not comply with the substance and form requirements for a prospectus set out in the South African
Companies Act and the South African Companies Regulations of 2011, and has not been approved by, and/or
registered with, the Companies and Intellectual Property Commission.
In South Africa the Placement was not and will not be an offer to the public as defined in the South African Companies
Act and only (i) persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act;
or (ii) persons who subscribe, as principal, for shares at a total contemplated acquisition cost equal to or greater than
R1 000,000, as envisaged in section 96(1)(b) of the South African Companies Act, and in each case to whom any offer
to participate in the Placement is specifically addressed (all such persons in (i) and (ii) being referred to as "relevant
persons"), will be entitled to apply for Placement Shares in the Placement. Any investment activity to which this
announcement relates will only be available to, and will only be engaged with, relevant persons. Any person who is not
a relevant person should not act on this announcement or any of its contents. This announcement does not, nor does
it intend to, constitute any offering document relating to the Placement.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of
the South African Financial Advisory and Intermediary Services Act, 2002 ("FAIS Act") and should not be construed as
an express or implied recommendation, guide or proposal that any particular transaction in respect of the Placement
Shares or in relation to the business or future investments of Pick n Pay, is appropriate to the particular investment
objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be
construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Neither
Pick n Pay nor the Selling Shareholder is a financial services provider licensed as such under the FAIS Act.
In member states of the European Economic Area this announcement and the Placement was and will only be directed
only at persons who are "qualified investors" within the meaning of the Prospectus Regulation. For these purposes, the
expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. In the United Kingdom this
announcement and the Placement was directed only at "qualified investors" within the meaning of the UK Prospectus
Regulation (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, and any
investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone
other than such persons. For these purposes, the expression "UK Prospectus Regulation" means Regulation (EU)
2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended.
Each of the Joint Global Coordinators is acting exclusively for the Selling Shareholder and no-one else in connection
with the Placement. They will not regard any other person as their respective clients in relation to the Placement and
will not be responsible to anyone other than the Selling Shareholder for providing the protections afforded to their
respective clients, nor for providing advice in relation to the Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
Neither of the Joint Global Coordinators or any of their respective directors, officers, employees, advisers or agents
makes any representation or warranty, express or implied, as to the accuracy, completeness or verification of the
information set forth in this announcement, and nothing contained in this announcement is, or shall be relied upon as,
a promise or representation in this respect, whether as to the past or the future. Neither of the Joint Global Coordinators
or any of their respective directors, officers, employees, advisers or agents accepts any responsibility for its accuracy,
completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all
liability which they might otherwise be found to have in respect of this announcement or any such statement.
This announcement includes "forward-looking statements". Forward-looking statements are statements that are not
historical facts and may be identified by the use of words such as "anticipate", "believe", "continue", "should", "will",
"target", "forecast", "expect", "potential", "intend", "estimate", "strategy", "can" and other similar expressions that predict
or indicate future events or trends or that are not statements of historical matters. The forward-looking statements set
out in this announcement involve a number of known and unknown risks, uncertainties and other factors, many of which
are difficult to predict and generally beyond the control of Pick n Pay and the Selling Shareholder, that could cause Pick
n Pay's actual results and outcomes to be materially different from historical results or from any future results expressed
or implied by such forward-looking statements. Actual events may differ significantly from any anticipated development
due to a number of factors, including without limitation, changes in public sector investment levels, changes in the
general economic, political and market conditions in the markets in which Pick n Pay operates, Pick n Pay's ability to
attract, retain and motivate qualified personnel, changes in Pick n Pay and/or the Selling Shareholder's ability to engage
in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date,
and are subject to change without notice. Neither Pick n Pay nor the Selling Shareholder undertakes any obligation to
review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that
occur or circumstances that arise in relation to the content of this announcement.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may
be associated with an investment in the Placement Shares. Any investment decision to buy Placement Shares in the
Placement must be made solely on the basis of publicly available information, which has not been independently
verified by the Joint Global Coordinators and/or the Selling Shareholder.
This announcement does not represent the announcement of a definitive agreement to proceed with the Placement
and, accordingly, there can be no certainty that the Placement will proceed. The Selling Shareholder reserves the right
not to proceed with the Placement or to vary any terms of the Placement in any way.
The Placement Shares to be sold pursuant to the Placement are admitted to trading on the stock exchange operated
by the JSE Limited with a secondary listing on the A2X Stock Exchange and, so far as the Selling Shareholder is aware,
it is not intended that they will be admitted to trading on any other stock exchange.
Date: 17-11-2025 05:28:00
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