Wrap Text
Publication of rights offer circular
PICK N PAY STORES LIMITED
Registration number: 1968/008034/06
Incorporated in the Republic of South Africa
Share code: PIK
ISIN code: ZAE000005443
("Pick n Pay" or "the Company" or "the Group")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
FORM AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY
OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.
PUBLICATION OF RIGHTS OFFER CIRCULAR
Further to the rights offer declaration announcement released on the Stock Exchange News Service ("SENS") of the JSE Limited
and the A2X News Service ("ANS") of the A2X Market on 9 July 2024 and the rights offer finalisation announcement released on
SENS and ANS on 11 July 2024, Pick n Pay confirms that the rights offer circular has been published on Pick n Pay's website
(www.picknpayinvestor.co.za), and will be posted to qualifying certificated shareholders on 18 July 2024.
The salient dates and times of the rights offer remain unchanged from those published in the declaration announcement on SENS
and ANS on 9 July 2024.
Cape Town
15 July 2024
Joint Global Coordinators and Joint Underwriters
Absa Bank Limited
(acting through its Corporate and Investment Banking Division)
Rand Merchant Bank
(a division of FirstRand Bank Limited)
The Standard Bank of South Africa Limited
(acting through its Corporate and Investment Banking division)
Transaction Sponsor
Rand Merchant Bank
(a division of FirstRand Bank Limited)
Legal advisers to Pick n Pay as to South African law
Bowman Gilfillan Inc.
Legal advisers to Pick n Pay as to US and English law
Milbank LLP
Legal advisers to the Joint Global Coordinators and Joint Underwriters as to South African law
Webber Wentzel
Legal advisers to the Joint Global Coordinators and Joint Underwriters as to US and English law
Linklaters LLP
DISCLAIMER
Forward-looking information contained in this announcement
This announcement contains certain forward-looking statements which relate to the Group's possible future actions, long-term
strategy, performance, liquidity position and financial position. All forward- looking statements are solely based on the views and
considerations of Pick n Pay, and in particular as at the date hereof. These statements involve risk and uncertainty as they relate to
events and depend on circumstance that may or may not occur in the future.
Pick n Pay does not undertake to update or revise any of these forward-looking statements publicly, whether to reflect new
information, future events or otherwise. These forward-looking statements have not been reviewed or reported on by Pick n Pay's
external auditors.
Important information
This announcement is provided for information purposes only in accordance with the JSE Listings Requirements.
This announcement is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong or
Japan or any other jurisdiction in which the distribution or release would be unlawful. This announcement does not constitute or
form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction, including the United States,
Australia, Canada, Hong Kong or Japan, in which such offer, solicitation or sale would be unlawful. The securities mentioned herein
(the "Securities") have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").
The Securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States, Canada,
Australia, Hong Kong and Japan.
The issue or sale of Securities in the offerings mentioned herein are subject to specific legal or regulatory restrictions in certain
jurisdictions. Pick n Pay assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for
Securities in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or advertisement of
an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008, as amended or otherwise
(the "Companies Act") and will not be distributed to any person in South Africa in any manner that could be construed as an offer
to the public in terms of the Companies Act. As a result, this announcement does not comply with the substance and form
requirements for a prospectus set out in Companies Act and the South African Companies Regulations, 2011, and has not been
approved by, and/or registered with, the with the South African Companies and Intellectual Property Commission or any other
South African authority. Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South
African Financial Markets Act, No. 19 of 2012, as amended, and/or the South African Financial Advisory and Intermediary Services
Act, No. 37 of 2002, as amended (the "FAIS Act").
The announcement constitutes factual, objective information about Pick n Pay and nothing contained herein should be construed as
constituting any form of investment advice or recommendation, guidance or proposal of a financial nature as contemplated in the
FAIS Act in respect of Pick n Pay or any transaction in relation thereto. Pick n Pay and/or its representatives and advisors are not
(and are not required to be) Financial Services Providers as contemplated in the FAIS Act in South Africa and the contents of this
announcement must not be construed as constituting the canvassing for, or marketing or advertising of, financial services by Pick n
Pay and/or its representatives and advisors in South Africa. To the extent that any of Pick n Pay's representatives and/or advisors,
including Rand Merchant Bank (a division of FirstRand Bank Limited), Absa Bank Limited (acting through its Corporate and
Investment Banking Division) and The Standard Bank of South Africa Limited (acting through its Corporate and Investment
Banking Division) (the "Joint Global Coordinators and Joint Underwriters"), are registered Financial Services Providers, none
of them purport to provide, market or advertise financial services to any person in respect of Pick n Pay and this announcement does
not constitute financial advice, or financial services, provided by the aforesaid to any person who is in possession of this
announcement.
Further information pertaining to the Rights Offer will be provided in due course pursuant to the Rights Offer Circular, which will
be made available in due course, subject to applicable securities laws, on Pick n Pay 's website www.picknpayinvestor.co.za. Any
decision in relation to the Rights Offer must be made on the basis of the information contained in the Rights Offer Circular.
In the United Kingdom, this communication is being distributed to and is only directed at persons who are "qualified investors"
within the meaning of Article 2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by virtue of the European Union
(Withdrawal) Act 2018 who are also; (i) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order; and (iii) other persons to whom it may be lawfully communicated (all such persons in (i), (ii) and (iii) above, together being
referred to as "relevant persons"). In the United Kingdom, any invitation, offer or agreement to subscribe for, purchase or otherwise
acquire securities will be engaged in only with relevant persons. Any person in the United Kingdom who is not a relevant person
should not act or rely on this communication or any of its contents.
In any member state of the European Economic Area, this communication is only addressed to and is only directed at qualified
investors in such member state within the meaning of the Prospectus Regulation EU 2017/1129, and no person that is not a qualified
investor may act or rely on this communication or any of its contents.
Further, the content of this announcement should not be construed as business, legal or tax advice. It is not intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by Pick n Pay or any of the Joint Global
Coordinators and Joint Underwriters that any recipient of this announcement should acquire any of Pick n Pay's securities. Neither
Pick n Pay nor any of the Joint Global Coordinators and Joint Underwriters is making any representation to any prospective investor
regarding the legality of an investment in Pick n Pay by such prospective investor under the laws and regulations applicable to such
prospective investor. Prospective investors should consult their own professional adviser before making any investment decision
with regard to Pick n Pay and in making an investment decision, prospective investors must rely on their own analysis, enquiry and
examination of Pick n Pay, including the merits and risks therein. All investment is subject to risk. The value of the securities offered
may go down as well as up. Past performance is no guarantee of future returns.
The contents of this announcement have not been verified by the Joint Global Coordinators and Joint Underwriters in connection
with the Rights Offer or any of their respective affiliates. Each Joint Global Coordinator and Underwriter is acting on behalf of the
Pick n Pay and no one else in connection with the Rights Offer. They will not regard any other person as their client in relation to
the Rights Offer and will not be responsible to anyone other than Pick n Pay for providing the protections afforded to their respective
clients nor for providing advice in relation to the Rights Offer, the contents of this announcement or any transaction, arrangement
or other matter referred to herein. Neither the Joint Global Coordinators and Joint Underwriters, nor any of their respective directors,
officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever
for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of
the information or opinion in this announcement (or whether any information has been omitted from this announcement) or any
other information relating to Pick n Pay, its subsidiaries or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith. Accordingly, the Joint Global Coordinators and Joint Underwriters disclaim,
to the fullest extent permitted by applicable law, all and any liability, whether arising in tort, delict or contract or that they might
otherwise be found to have in respect of this announcement and/or any such statement.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the securities which are the subject of the Rights Offer have been subject to a product approval
process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the securities may decline and investors could lose all or part of their investment; the
securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Rights Offer. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Global Coordinators and Joint Underwriters (as defined below) will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not
constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase,
or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and determining appropriate distribution channels.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of
the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities have been subject to a
product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible
for distribution through all permitted distribution channels as are permitted by MiFID II (the "MiFID II Target Market
Assessment"). Notwithstanding the MiFID II Target Market Assessment, "distributors" (for the purposes of the MiFID II Product
Governance Requirements) should note that: the price of the securities may decline and investors could lose all or part of their
investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible
only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The MiFID II Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Offer. Furthermore, it is noted
that, notwithstanding the MiFID II Target Market Assessment, the Joint Global Coordinators and Joint Underwriters will only
procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the MiFID II
Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect
to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and
determining appropriate distribution channels.
Date: 15-07-2024 07:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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