| Tue 28 May 2002, 0:00 | | Pick 'n Pay Stores Limited - Proposed Specific Sha |
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Pick `n Pay Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008034/06)
JSE Share code: PIK ISIN: 000005443
("Pick `n Pay" or "the Company")
Proposed Specific Share Repurchase
1. Introduction
Investec Bank Limited is authorised to announce that, in terms of an
agreement with The Pick `n Pay Employee Share Purchase Trust ("the Trust"),
a wholly owned subsidiary of Pick `n Pay will acquire 10 000 000 Pick `n Pay
ordinary shares from the Trust ("the specific share repurchase"), subject to
the approval of Pick `n Pay shareholders, by way of a special resolution, in
accordance with the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Act") and the Listings Requirements of the JSE Securities Exchange South
Africa ("the JSE").
2. Rationale and Terms of the Specific Share Repurchase
The Trust currently holds ordinary shares in Pick `n Pay in excess of its
requirements. The shares are to be repurchased by a subsidiary on loan
account at the lesser of the ruling market price at the time the transaction
is effected, or the weighted average of the market value for the ordinary
shares for the five business days immediately preceding the date the
transaction is effected, which date is anticipated to be the day after
registration of the requisite special resolution. The shares will
subsequently be transferred from the subsidiary to the Company and an
application will be made to the JSE for the cancellation of the shares.
3. Conditions Precedent
The specific share repurchase is subject to the passing of the requisite
resolution by Pick `n Pay shareholders in general meeting, in accordance
with the requirements of the JSE and the Act.
4. Salient Dates relating to the Specific Share Repurchase
2002
Last day for receipt of forms of proxy by 11:00 Thursday, 13 June
Shareholders` meeting to be held at 11:00 Friday, 14 June
Results of the general meeting published in the press Monday, 17 June
5. Financial Effects of the Specific Share Repurchase
Had the repurchase of the shares been effected on 1 March 2001, the
following would have been the financial effects on the results of the
Company and its subsidiaries for the year ended 28 February 2002:
Per share (cents) Actual Adjusted
Headline earnings 77.85 79.43
Earnings 79.62 81.24
Fully diluted headline earnings 76.15 77.63
Fully diluted earnings 77.85 79.37
Net asset value 273.46 254.34
Tangible net asset value 131.82 109.79
As the shares originally purchased by the Trust were financed on loan
account from Pick `n Pay, the loan account created by the specific share
repurchase will be offset against the original loan from the Company and,
therefore, the specific share repurchase will have no effect on the cash
resources of Pick `n Pay, except for an immaterial amount of Capital Gains
Tax.
6. Annual General Meeting
The 2002 annual report setting out, inter alia, details of the specific
share repurchase and including a notice of the annual general meeting and
form of proxy, has been posted to shareholders.
7. Prior Year Special Resolution
On 13 June, 2001 shareholders approved a special resolution relating to the
purchase by a subsidiary of all of the ordinary shares in Pick `n Pay held
by the Trust, on the dissolution of the Trust. At the instance of the
Directors, the resolution was not implemented due to latent complexities of
repurchasing all of the Trust shares.
Cape Town
28 May 2002
Sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Date: 28/05/2002 05:15:00 PM Produced by the SENS Department
