Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
Share code: SHP ISIN: ZAE000012084
("Shoprite Holdings"or "the company")
SPECIFIC REPURCHASE OF SHARES
INTRODUCTION
It was announced in the press and on SENS on Thursday, 4 October 2001 that,
subject to certain conditions, agreement has been reached between the
trustees of the Shoprite Holdings Limited Share Incentive Trust ("the
Trust") and Shoprite Checkers (Proprietary) Limited ("Shoprite Checkers"), a
wholly owned subsidiary of the company, whereby the Trust had sold to
Shoprite Checkers 35 718 559 shares in the company for an aggregate purchase
consideration of R453 373 261 ("the first specific repurchase"). If the
conditions are met, the shares purchased from the Trust will be held by
Shoprite Checkers as treasury stock for possible resale at a later stage to
recover the costs of the first specific repurchase. The company will seek
conditional authority from shareholders to repurchase up to a maximum of 35
718 559 shares in the company from Shoprite Checkers ("the second specific
repurchase"). This will allow for the disposal of those shares repurchased,
but not sold on the open market, and the cancellation thereof. The company
is also seeking authority from shareholders to amend the articles of
association to provide for a subsidiary of the company to purchase shares in
the company.
FAIR AND REASONABLE
The JSE Securities Exchange, South Africa ("JSE") has requested a fair and
reasonable opinion on the cancellation by the Trust of the relevant
agreements of sale with those employees of Shoprite Checkers who purchased
shares from the Trust during October 1997 and December 1998 ("the
participants"), the waiver of interest on the purchase price payable and the
first specific repurchase ("the proposals"). In accordance with the JSE
Listings Requirements, the board of Shoprite Holdings appointed BoE Merchant
Bank, a division of BoE Bank Limited ("BoEMB"), to express an opinion as to
whether the proposals are fair and reasonable to the shareholders of the
company.
BoEMB is of the opinion that the terms and conditions of the proposals are
fair and reasonable to the shareholders of the company. A copy of the fair
and reasonable letter is available for inspection at the registered offices
of the company from today till the date of the Annual General Meeting on
Friday, 26 October 2001
ANNUAL GENERAL MEETING
A circular containing full details of the proposals and incorporating a
notice of annual general meeting was posted to shareholders on Thursday, 4
October 2001. The annual general meeting of Shoprite Holdings, at which
shareholders will, inter alia, vote on the proposals, will take place at
11:15 on Friday, 26 October 2001 in the boardroom at the registered office
of the company, corner William Dabs and Old Paarl Roads, Brackenfell, 7560.
Cape Town
24 October 2001
Sponsor Reporting accountants Attorneys
and auditors
BoE Securities PricewaterhouseCoopers Jan S de Villiers
Independent advisor
BoE Merchant Bank
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