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PEPKOR LIMITED - RULING BY THE EXECUTIVE DIRECTOR OF THE SECURITIES REGULATION
PANEL
PEPKOR LIMITED
Making the desirable affordable
(Incorporated in the Republic of South Africa)
(Registration number 1965/007765/06)
Ordinary Share Code: PEP
ISIN: ZAE 000005344
("Pepkor" or "the Company")
RULING BY THE EXECUTIVE DIRECTOR OF THE SECURITIES REGULATION PANEL
1. Shareholders are referred to the Pepkor announcement of 25 November 2003
and to the requirement of the Securities Regulation Panel ("SRP") that the
statutory three-fourths majority approval required for the scheme of arrangement
proposed by Castellina Investments (Proprietary) Limited to acquire the entire
issued share capital of Pepkor (save for those ordinary shares held by Pepkor
subsidiaries as treasury shares), and to procure the redemption of all the
preference shares of Pepkor ("Preference Shares") ("Scheme") must also include a
simple majority (being 50% plus 1 of those present and voting at the Scheme
meeting) of disinterested ordinary shareholders.
2. The executive director of the SRP has ruled that disinterested ordinary
shareholders shall exclude:
2.1 Fincom (Proprietary) Limited (Registration number 1989/004966/07),
Dr C H Wiese and any other entities controlled by Dr C H Wiese, including inter
alia, Titan Nominees Pledge Account, Titan Nominees (Pty) Ltd, Titan Share
Dealers (Pty) Ltd, Wikalox Investments (Pty) Ltd, 955 755 ordinary shares held
by CH Wiese in terms of the Pep Ltd Share Incentive Trust; and
132 772 Pepkor ordinary shares held by Caro Wiese;
441 615 Pepkor ordinary shares held by Jacaro Beleggings (Edms) Bpk;
250 000 Pepkor ordinary shares held by Die Akkedis Trust;
664 433 Pepkor ordinary shares held by Die Carenkin Trust;
Old Mutual Life Assurance Company (South Africa) Limited (Registration number
1999/004643/06); excluding 10 827 992 Pepkor ordinary shares held by various Old
Mutual Unit Trust funds in respect of which Standard Corporate and Merchant
Bank, in its capacity as trustee, intends to exercise, by representative or by
appointing a proxy, all voting rights at the scheme meeting convened for
purposes of considering and voting by shareholders of the offer by Castellina
Investments (Pty) Limted;
Wilfred Meyersohn and Company (Pty) Limited; and
N Jacobs & Company (Pty) Ltd.
3. Furthermore, the executive director of the SRP requires that this ruling be
published on the Stock Exchange News Service as well as in each of "Business
Day", "Cape Times", "Die Burger" and "Beeld" newspapers as soon as reasonably
possible, but at least prior to the date of the Scheme Meeting.
Cape Town
8 December 2003
__________________________________________________________________________
Corporate advisor to Joint attorneys to Transaction and lead
Castellina Castellina sponsor
Brait Read Hope Phillips Exchange Sponsors
Thomas & Cadman
Inc.
Corporate advisor to Attorneys to Pepkor Sponsor to Pepkor
Pepkor
Javelin Jan S de Villiers BJM
Date: 08/12/2003 07:10:02 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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