SHOPRITE HOLDINGS LIMITED - Update on the proposed transaction with the Shoprite Holdings defered shares

Update on the proposed transaction with the Shoprite Holdings defered 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”)


UPDATE ON THE PROPOSED TRANSACTION WITH THE SHOPRITE HOLDINGS
DEFERRED SHARES


Following the announcement by Shoprite Holdings on 18 April 2019 (“Detailed Terms
Announcement”) relating to the Company’s consideration of a potential acquisition and
cancellation of all the Shoprite Holdings’ deferred shares (“Proposed Transaction”), the
Company has engaged extensively with its shareholders holding over two-thirds of its
issued ordinary share capital, excluding shares held by Thibault Square Financial
Services Proprietary Limited (“Thibault”) and Titan Premier Investments Proprietary
Limited (“Titan”).

As noted in the Detailed Terms Announcement, one of the suspensive conditions to the
Proposed Transaction, which was to be met by 31 May 2019, was that the Company has
not received written notifications from shareholders excluding Thibault and Titan and its
related and inter-related parties (“Other Shareholders”), who in aggregate hold more
than 15% of the total issued ordinary shares held by Other Shareholders, indicating that
they will not vote in favour of the required special resolutions. This was in the interest of
good corporate governance and goes beyond the requirements of the required regulatory
special resolution.

Since the release of the Detailed Terms Announcement and during the period of
shareholder engagement, the Company received broad in principle support for the
cancellation of the Shoprite Holdings’ deferred shares. Despite this support, Shoprite
Holdings received written notifications from more than 15% of Other Shareholders
indicating that they will not vote in favour of the special resolutions required to
implement the Proposed Transaction. Accordingly, the parties to the tripartite agreement
relating to the Proposed Transaction entered into on 18 April 2019 (“Transaction
Agreement”), being Shoprite Holdings, Thibault and Titan, entered into a cancellation
agreement on 3 June 2019 to terminate the Transaction Agreement with immediate
effect. The effect of the aforesaid cancellation of the Transaction Agreement is that the
Proposed Transaction will not be implemented.

The Shoprite Holdings’ board and management would like to thank shareholders for their
ongoing input and regulators for their support. A circular together with a notice to
convene a general meeting will therefore not be posted.


PG DU PREEZ
Company Secretary
On behalf of the board of directors of Shoprite Holdings


Date issued: 3 June 2019

Financial Advisor and Transaction Sponsor to Shoprite Holdings: Investec Bank Limited

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