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PEPKOR HOLDINGS LIMITED - Distribution of Circular: Small Related Party Transaction

Release Date: 18/01/2021 10:00
Code(s): PPH PEP02 PEP01     PDF:  
Wrap Text
Distribution of Circular: Small Related Party Transaction

(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share code: PPH
Debt code: PPHI
ISIN: ZAE000259479
(“Pepkor” or “the Company”)



Shareholders of the Company (“Shareholders”) are referred to the small related party
transaction announcement published by the Company on SENS on 18 December 2020 in
terms of which Shareholders were advised, inter alia, that the Company and two of its wholly-
owned subsidiaries have entered into agreements to:

  i.    acquire certain properties and an undivided half share in another property, together
        with the rental enterprises conducted thereon, from certain indirectly wholly-owned
        subsidiaries of Steinhoff International Holdings N.V. (“Steinhoff Subsidiaries”); and
  ii.   take cession of a long-term notarial lease between one of the Steinhoff Subsidiaries
        (as lessee) and the Elias Motsoaledi Local Municipality (as lessor) and of the sub-lease
        concluded in respect of this property from the relevant Steinhoff Subsidiary,

for a purchase consideration of R1 050 000 000, which will be settled by the Company issuing,
in aggregate, 70 000 000 new Pepkor shares (“Pepkor Consideration Shares”);

(together, the “Transaction”).

Shareholders were advised in the aforesaid SENS that the issue of the Pepkor Consideration
Shares to the Steinhoff Subsidiaries in terms of the Transaction requires approval by the
Shareholders as a special resolution in terms of section 41(1) of the Companies Act No. 71 of
2008 (“Companies Act”) as a result of the fact that the Steinhoff Subsidiaries are related or
inter-related to the Company, as contemplated in section 2 of the Companies Act, and that
such approval would be sought as a written resolution of Shareholders in terms of section 60
of the Companies Act.


Shareholders are hereby advised that a circular (“Circular”) detailing the Transaction will be
distributed to Shareholders today, Monday, 18 January 2021. The Circular incorporates the
proposed written shareholder resolutions required to approve the issuing of the Pepkor
Consideration Shares for purposes of the Transaction. Shareholders are requested to vote on
the proposed shareholder resolutions in accordance with the instructions contained in the
The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company at 36 Stellenberg Road, Parow Industria,
7493 and from the offices of the Company’s sponsor, PSG Capital at 1st Floor, Ou Kollege, 35
Kerk Street, Stellenbosch, 7600 and at 2nd Floor, Building 3, 11 Alice Lane, Sandhurst,
Sandton, 2196, from Monday, 18 January 2021 until Wednesday, 24 February 2021 (both
days inclusive). A copy of the Circular will also be available on the Company’s website


Shareholders are referred to the table below, setting out important dates and times in relation
to the Transaction and the proposed shareholder resolutions.


 Record Date to determine which Shareholders are eligible to               Friday, 8 January
 receive the Circular and to vote

 Circular, incorporating the form of written consent (grey),               Monday, 18 January
 distributed to Shareholders

 Announcement released on SENS regarding the distribution of               Monday, 18 January
 the Circular to Shareholders

 Deemed date of receipt by Shareholders of the Circular                    Monday, 25 January

 Deadline for the exercise of voting rights by Shareholders in             Monday, 22 February
 relation to the shareholder resolutions

 Results of the voting to be released on the Company’s website             Wednesday, 24 February
 and on SENS, the earlier of                                               and the Business Day on
                                                                           which the proposed
                                                                           shareholder resolutions
                                                                           are adopted


 1.     The above dates and times are subject to change. Any material change will be released
        on SENS.

18 January 2021

         Equity Sponsor                 Debt Sponsor                          Legal Advisor
          PSG Capital                Rand Merchant Bank                         ENSAfrica
                              (a division of Firstrand Bank Limited) 
Date: 18-01-2021 10:00:00
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