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Super Group / Peu - Results Of General Meeting;
And Specific Issue Of Shares For Cash
Super Group Limited Peu Investment Group (Proprietary)
(Incorporated in the Republic of South Limited
Africa) (Incorporated in the Republic of South
(Registration number 1943/016107/06) Africa)
Share code: SPG (Registration number 1996/003899/07)
ISIN Code: ZAE000011334 (`Peu`)
(`Super Group` or `the Company`)
RESULTS OF GENERAL MEETING; AND
SPECIFIC ISSUE OF SHARES FOR CASH
INTRODUCTION
Shareholders of Super Group are referred to the joint Super Group and Peu
announcements dated 8 April 2004, 20 May 2004 and 21June 2004 and the circular
to Super Group shareholders dated 12July 2004 regarding a transaction that would
result in Peu acquiring 25.1% of the enlarged voting share capital of Super
Group in a series of indivisible transactions (`the transaction`) and an
increase in the authorised share capital of Super Group.
RESULTS OF GENERAL MEETING
At a general meeting of Super Group shareholders held at 10:00 on Wednesday,
4August2004, the ordinary and special resolutions tabled at the meeting to give
effect to the transaction and the increase in authorised share capital of Super
Group, were approved by the requisite majorities.
The special resolutions have been lodged with the Companies Intellectual
Property Registration Office for registration.
SPECIFIC ISSUE OF SHARES FOR CASH
Shareholders are advised that, as part of the transaction, Super Group will
allot and issue to Peu 31 162 162 Super Group ordinary shares and 18837121 Super
Group `A` ordinary shares with a par value of 10 cents each for a subscription
price of R8.94 per Super Group ordinary share and R1.1366 per Super Group `A`
ordinary share, respectively, for a total consideration of R300 million, which
will be settled in cash.
The subscription price per Super Group ordinary share of R8.94 is an agreed
price which represents a 15% discount to the volume weighted average traded
price for Super Group ordinary shares for the 60 day period immediately prior to
the cautionary announcement dated 8 April 2004.
LISTING OF NEW SUPER GROUP SHARES
The JSE Securities Exchange, South Africa has approved the listing of:
- 31 162 162 new Super Group ordinary shares, to be allotted and issued to
Peu in terms of the specific issue of shares for cash; and
- 9 106 294 new Super Group ordinary shares, to be allotted and issued to Peu
in terms of the exchange by Peu of its 30% shareholding in FleetAfrica
(Proprietary) Limited for a combination of Super Group ordinary shares and
Super Group `A` ordinary shares.
The new Super Group ordinary shares will be listed from the commencement of
business on Thursday, 5August 2004.
FINANCIAL EFFECTS
Shareholders are referred to the pro forma financial effects of the transaction
published in the circular to Super Group shareholders posted on 12July 2004.
Johannesburg
4August 2004
Financial adviser and sponsor to Super Group
Deutsche Securities (SA) (Pty) Ltd
Reporting accountants and tax advisers to Super Group
KPMG Inc.
Legal adviser to Super Group
Nucleus Corporate Finance (Pty) Ltd
Independent adviser to Super Group
NM Rothschild & Sons (SA) (Pty) Ltd
Legal adviser to Peu
Edward Nathan & Friedland (Pty) Ltd
Joint financial advisers to Peu
Investec Corporate Finance
Peu Capital (Pty) Ltd
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