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Shoprite Holdings Limited
(Registration number 1936/007721/06)
Share code: SHP ISIN: ZAE000012084
(“Shoprite” or “the Company”)
The Securities Regulation Panel
(“the SRP” or “the panel”)
Internal Reorganisation of Shoprite, in specie distribution, delisting, liquidation (“the transaction”), further cautionary announcement and changes to the salient dates and times
1. Introduction
Further to the announcement by Shoprite on 24 November 2006, Shoprite has, on the proposal of Maxshell 107 Investments (Proprietary) Limited (“Maxshell”) (wholly-owned by Brait IV SA Partnership (“Brait”)), and by arrangement with the Executive Director and the Executive Committee of the Securities Regulation Panel, decided to amend the timetable of the transaction in order to allow further time for interested parties to make representations to the SRP.
In order to enable proper consideration of all aspects of the proposed transaction, in light of the Securities Regulation Code (“the Code”) and the Rules which may be applicable thereto, and having regard to the requirements of the Promotion of Administrative Justice Act 3 of 2000 in regard to the procedures to be adopted, the Executive Director of the SRP has referred the matters arising from the transaction to the Executive Committee of the SRP. Having reviewed the submissions that have been made to the SRP to date, but without having formed any views thereon, it appears to the Executive Committee that the applicability of certain provisions of the Code, including Rule 29(d) thereof, may require consideration. The Executive Committee will accordingly hold a hearing on the matters that may be referred to the SRP in accordance with the procedure set out below, prior to ruling thereon.
Interested parties should submit their written submissions on the transaction (setting out the full grounds of objection, if any) to the SRP by email or by telefax before the deadline therefor set out below. Brait, the underwriters and any other parties to the transaction will similarly be entitled to submit their responses, if any, to such submissions before the deadline therefor set out below.
All interested parties who make written submissions in accordance with the procedure and deadlines set out below will be entitled to be represented and to advance oral submissions at the hearing of the Executive Committee. The SRP will advise interested parties who submit written representations by the relevant deadlines stipulated below of, and, if in its view same is necessary, will publish, the details of the procedure to be adopted at the hearing.
Timelines and Procedure for SRP hearing 2007
Posting of Shoprite circular and New Retail
circular in relation to the transaction on Wednesday, 24 January
Written submissions setting out the full
grounds of objection, if any, to be
submitted by email or telefax to the SRP by Noon on Wednesday, 7 February
Written responses to the submissions to be
submitted by email or telefax to the SRP by Noon on Friday, 16 February
Written argument to be submitted by email
to the SRP by those intending to make oral
submissions at the hearing by Noon on Monday, 19 February
Executive Committee hearing at the offices
of the SRP at the address provided below
commencing at 09:00 on Wednesday, 21 February
If required, Executive Committee hearing to
continue, commencing at 09:00 on Thursday, 22 February
Decision of Executive Committee expected on Friday, 23 February
The following dates and times are anticipated to apply in respect of an appeal noted against the decision of the Executive Committee to the Panel of the SRP.
Appeal to be noted in accordance with the
provisions of the Code, and appellant(s)
to submit supporting documentation,
by email or telefax to the SRP by 17h00 on Wednesday, 28 February
Respondent(s) to submit their responding
papers by email or telefax to the SRP by 17h00 on Monday, 5 March
Written arguments to be submitted by email
to the SRP on Noon on Wednesday, 7 March
Panel hearing at the offices of the SRP
at the address provided below commencing
at 09:00 on Thursday, 8 March
Decision of Panel expected on Friday, 9 March
Interested parties should submit their written representations to the SRP at the following address:
The Securities Regulation Panel
e-mail: richardc@srpanel.co.za with a copy for reference purposes to the SRP’s attorneys Roodt Inc. at jaroodt@roodtinc.com
Fax: +27 (0)11 – 482-5635 with a copy to the SRP’s attorneys Roodt Inc.
at +27 (0)11 – 685 - 0001
Further enquiries concerning this announcement should be directed to the Executive Director of the SRP by email or telefax to the above addresses or by telephone to +27 (0)- 11 - 482 - 5630.
2. Changes to the anticipated salient dates and times of the transaction
As a result of the SRP timetable above, the anticipated salient dates and times of the transaction will change. The revised anticipated salient dates and times are shown below.
Event 2006
Announcement date (last date to be eligible for
the New Retail capitalisation right) Friday, 24 November
Event 2007
Forms of proxy to be received by 10:00 on Tuesday, 13 March
Forms of election to elect the New Retail
capitalisation right to be received by the
transfer secretaries by 10:00 on Tuesday, 13 March
General Meeting 1 to vote on the transaction
to be held at 10:00 on Thursday, 15 March
Results of General Meeting 1 released on SENS on Thursday, 15 March
Results of General Meeting 1 published in the press
on Friday, 16 March
RMB offer opens on Friday, 16 March
Last day to trade to be recorded in the register
as an ordinary Shoprite shareholder and participate
in the RMB offer Friday, 23 March
General Meeting 2* to vote on the delisting and the
liquidation to be held at 10:00 on Monday, 26 March
Results of General Meeting 2 released on SENS on* Monday, 26 March
Results of the General Meeting 2 published in the
press on* Tuesday, 27 March
Last day to trade to be recorded in the register
as an ordinary Shoprite shareholder and participate
in the distribution* Thursday, 29 March
Record date to be recorded in the register
as an ordinary Shoprite shareholder to participate
in the RMB offer Friday, 30 March
RMB offer closes on Friday, 30 March
Form of acceptance to accept the RMB offer to be
received by transfer secretaries by 10:00 on Friday, 30 March
Listing of ordinary Shoprite shares on the JSE
suspended with effect from commencement of trade on* Friday, 30 March
Record date to be recorded in the register as an
ordinary Shoprite shareholder to participate
in the distribution at the close of business on* Thursday, 5 April
Distribution to shareholders on* Monday, 16 April
New Retail capital reduction payment made to
New Retail class B shareholders on* Tuesday, 17 April
RMB offer consideration paid to Shoprite ordinary
shareholders on* Tuesday, 17 April
Listing of ordinary Shoprite shares on the
JSE terminated with effect from commencement of
trade on* Wednesday, 18 April
Notes:
i. Any changes to the above dates and times will be released on SENS and
published in the South African press.
ii. All times given are local times in South Africa.
iii. Should the Competition Authorities’ decision not be received by 2
February 2007 an announcement will be released on SENS and published in the press notifying shareholders of the delay and advising of the changes to the dates marked with an asterisk (*) as soon as is reasonably practicable.
iv. General Meeting 2 will be held at least 20 clear days before the distribution. If the distribution is delayed, for whatever reason, General Meeting 2 may also be postponed.
3. Documentation
A circular incorporating a notice of the General Meeting 1 of the shareholders of Shoprite, and containing details of the internal re-organisation, the distribution, the delisting, the liquidation and the RMB offer, and a document containing the details of the New Retail capital reduction payment and the New Retail capitalisation right, will be posted to shareholders on or about 24 January 2007.
4. The New Retail capital reduction payment
Brait has agreed to amend the proposal to Shoprite to include an escalation factor on the issue price of the New Retail class B shares and consequently on the New Retail capital reduction payment. This escalation factor will be 5.5% below the prime overdraft rate of FirstRand Bank Limited, (currently resulting in an escalation factor of 7.0%) per annum calculated daily, compounded monthly, from 15 March 2007 until the implementation of the internal reorganisation, anticipated to be no more than 30 days before the New Retail capital reduction payment. The RMB offer will be subject to the same escalation.
5. Eligibility for New Retail capitalisation right and further cautionary
Shoprite shareholders are reminded that the New Retail capitalisation right will be available to eligible shareholders only. The eligibility criteria are summarised in the announcement of 24 November 2006, but, for clarity, only shareholders who acquired beneficial ownership of Shoprite ordinary shares prior to close of trade (17:00) on 24 November 2006 and who remain beneficial holders of at least that number of shares on the record date of the distribution will be eligible for the New Retail capitalisation right.
Shoprite shareholders are advised to continue exercising caution when dealing in their ordinary shares until further notice regarding the fulfilment of the suspensive conditions and the consummation of the transaction.
Cape Town
15 December 2006
Independent sponsor to Shoprite
Nedbank Capital | 
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