SHOPRITE HOLDINGS LIMITED - Cautionary announcement relating to a potential acquisition or redemption, & cancellation of all the Deferred Shares

Cautionary announcement relating to a potential acquisition or redemption, & cancellation of all the Deferred Shares

SHOPRITE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration no. 1936/007721/06
ISIN: ZAE000012084
JSE share code: SHP
NSX share code: SRH
LuSE share code: SHOPRITE
(“Shoprite Holdings” or “the Company”)



CAUTIONARY ANNOUNCEMENT RELATING TO THE COMPANY’S CONSIDERATION
OF A POTENTIAL ACQUISITION OR REDEMPTION, AND CANCELLATION OF ALL
THE SHOPRITE HOLDINGS DEFERRED SHARES IN ISSUE



1.   Background

     Shoprite Holdings’ capital structure currently consists of two share classes, being
     Shoprite Holdings ordinary shares and Shoprite Holdings deferred shares
     (“Deferred Shares”). All the Deferred Shares are held by Thibault Square Financial
     Services Proprietary Limited (“Thibault”), which carries approximately 32.3% of the
     voting rights of Shoprite Holdings. The Company has entered into exclusive in-
     principle discussions with Thibault and its shareholders with regards to the
     acquisition or redemption, and cancellation of the Deferred Shares to ensure that
     the Company’s economic and voting rights are fully aligned (“Proposed
     Transaction”).

2.   Rationale of Proposed Transaction

     The Proposed Transaction will simplify the Company's voting share structure and
     align the Company with international best corporate governance practice.
     Furthermore, the Proposed Transaction will ensure that all remaining shares in the
     Company have equal economic and voting rights.

3.   Process

     An independent board of the Company has been constituted to consider the
     Proposed Transaction and the Company has appointed Investec Bank Limited as
     Financial Adviser to the Company. Furthermore, an independent expert has been
     appointed to opine on the Proposed Transaction.

4.   Cautionary

     The Proposed Transaction, if concluded, may impact the price of the securities of
     Shoprite Holdings. Accordingly, shareholders are advised to exercise caution when
     dealing in the securities of Shoprite Holdings until a further announcement is
     made.



PG DU PREEZ
Company Secretary
On behalf of the Board


Date issued: 26 February 2019

Financial Advisor and Transaction Sponsor: Investec Bank Limited

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