Wrap Text
Termination of stabilisation activities and implementation of the overallotment option
Pick n Pay Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/008034/06)
JSE and A2X share code: PIK
ISIN: ZAE000005443
("Pick n Pay")
TERMINATION OF STABILISATION ACTIVITIES AND IMPLEMENTATION OF THE OVERALLOTMENT
OPTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO ANY PERSON IN ANY
JURISDICTION TO SELL OR ISSUE OR AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITY,
NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE.
Unless otherwise stated, capitalised terms used in this announcement have the same meaning
given in the Company's pre-listing statement issued and made available on the Company's investor
relations website at www.boxerinvestor.co.za and on the investor relations website of Pick n Pay
Stores Limited at www.picknpayinvestor.co.za on Monday, 11 November 2024 (the "Pre-listing
Statement").
Shareholders are referred to the announcement released by the Company on SENS on 10 December 2024
regarding the discontinuation and cessation of Stabilisation considering the performance of the Ordinary
Shares since Admission.
The Company hereby informs Shareholders that in light of the discontinuation and cessation of Stabilisation,
the Overallotment Option has been successfully implemented for a total subscription consideration of
ZAR500 million in accordance with the Placement Agreement and the Stabilisation Manager will use the
Overallotment Shares acquired pursuant to the Overallotment Option to close out its short position and
settle its redelivery obligations pursuant to the Securities Lending Agreement, as announced on Tuesday,
10 December 2024.
As outlined in the announcement released by the Company on Monday, 25 November 2024 (the "Pricing
Announcement"), the Company hereby confirms that the final size of the Offer is ZAR8.5 billion and the
Company's total issued share capital comprises 457,407,408 Ordinary Shares and Pick n Pay holds
300,000,000 Ordinary Shares (representing 65.6% of the total issued share capital of the Company).
13 December 2024
Cape Town
Joint Global Coordinators and Joint Bookrunners
Rand Merchant Bank (a division of FirstRand Bank Limited)
Morgan Stanley & Co. International plc
Absa Bank Limited, acting through its Corporate and Investment Banking division
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division
Sponsor and Stabilisation Manager
Rand Merchant Bank (a division of FirstRand Bank Limited)
South African legal adviser to the Company
Bowman Gilfillan Inc. t/a Bowmans
International legal adviser to the Company
Milbank LLP
South African legal adviser to Joint Global Coordinators and Joint Bookrunners
Webber Wentzel
International legal adviser to Joint Global Coordinators and Joint Bookrunners
Linklaters LLP
DISCLAIMER
Forward looking statements
This announcement contains certain forward-looking statements which relate to the Group's possible future
actions, including the Offer and Admission. All forward- looking statements are solely based on the views
and considerations of Boxer, and in particular as at the date hereof. These statements involve risk and
uncertainty as they relate to events and depend on circumstances that may or may not occur in the future.
Boxer 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 Boxer's or the PIK Group's external auditors.
Each of Boxer and the PIK Group and their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statement contained in this announcement
whether as a result of new information, future developments or otherwise.
Important information
The information contained in this announcement is for background purposes only and does not purport to
be full or complete. No reliance may be placed by any person for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement does not, and is not intended to, constitute or form part of any offer, or invitation for or
solicitation of any offer, to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of, or issue,
any security in any jurisdiction, nor shall it or any part of it form the basis of, or be relied on in connection
with, any agreement or commitment whatsoever in any jurisdiction, (including, without limitation, South
Africa, Australia, Canada, Japan, the United Kingdom, the United States of America (including its territories
and possessions, any State of the United States and the District of Columbia) or any member state of the
European Economic Area) in contravention of applicable law, or where further action is required for such
purposes. The Offer referred to in this announcement will be implemented pursuant to the Pre-listing
Statement.
This announcement is not the Pre-listing Statement and does not contain all of the information required for
a pre-listing statement prepared in accordance with the relevant disclosure requirements under the JSE
Listings Requirements. This announcement is not for release, publication, or distribution, directly or
indirectly, in or into any jurisdiction outside of South Africa (including, without limitation, Australia, Canada,
Japan, the United Kingdom, the United States (including its territories and possessions, any State of the
United States and the District of Columbia) or any member state of the European Economic Area) if such
distribution is restricted or prohibited by, or would constitute a violation of, the relevant laws or regulations
of such jurisdiction. If the distribution of this announcement and any accompanying documentation in or
into any jurisdiction outside of South Africa is restricted or prohibited by, or would constitute a violation of,
the laws or regulations of any such jurisdiction, such document is deemed to have been sent for information
purposes only and should not be copied or redistributed. Further, any persons who are subject to the laws
of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable
requirements or restrictions. Any failure to comply with the applicable requirements or restrictions may
constitute a violation of the securities laws of any such jurisdiction.
The contents of this announcement have not been reviewed by any regulatory authority, other than the JSE.
This announcement does not take into account the investment objectives, financial situation or needs of
any particular person. Further, the contents of this announcement do not constitute legal advice or purport
to comprehensively deal with the legal, regulatory and tax implications of the Offer for any potential investor.
Recipients are accordingly advised to consult their professional advisors about their personal legal,
regulatory and tax positions regarding the matters contained in this announcement.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for shares in South Africa, including an offer to the public for the sale of, or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the
Companies Act, No. 71 of 2008, as amended ("Companies Act") or otherwise 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. Accordingly, this announcement does not constitute a "registered prospectus" or an
"advertisement" relating to an "offer to the public", as contemplated by the Companies Act. No prospectus
has been, or will be, filed with the South African Companies and Intellectual Property Commission in respect
of this information.
In South Africa this announcement is directed only at (i) persons falling within the exemptions set out in
section 96(1)(a) of the Companies Act or (ii) persons who subscribe, as principal, for shares at a minimum
aggregate subscription price of R1 000 000, as envisaged in section 96(1)(b) of the Companies Act (all
such persons in (i) and (ii) being referred to as "Relevant Persons"). Any investment activity to which this
announcement relates will only be available to, and will only be engaged with, Relevant Persons. Any
person who is not a Relevant Person should not act on this announcement or any of its contents.
The information contained in this announcement constitutes factual information as contemplated in section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended,
and should not be construed as an express or implied recommendation, guide or proposal that the Offer,
or the present or future business or investments of the Group or the PIK Group, is appropriate to the
particular investment objectives, financial situations or needs of any prospective investor, and nothing in
this announcement should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933
(the "U.S. Securities Act").
The Offer Shares 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 U.S. Securities Act. There will be no
public offer of securities in the United States, Canada, Australia and Japan.
The issue or sale of Offer Shares in the Offer are subject to specific legal or regulatory restrictions in certain
jurisdictions. The Group assumes no responsibility in the event there is a violation by any person of such
restrictions. 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.
None of the Joint Global Coordinators and Joint Bookrunners or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the announcement) or any other
information relating to the Company, 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 the announcement or its contents or otherwise arising in connection therewith.
Each of the Joint Global Coordinators and Joint Bookrunners is acting exclusively for the Company and the
PIK Group and no-one else in connection with the Offer. They will not regard any other person as their
respective clients in relation to the Offer and will not be responsible to anyone other than the Company and
the PIK Group for providing the protections afforded to their respective clients, nor for providing advice in
relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter
referred to herein.
In connection with the Offer, each of the Joint Global Coordinators and Joint Bookrunners and any of their
respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other
securities of the Company or related investments in connection with the Offer or otherwise. Accordingly,
references in the Pre-listing Statement to the Shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing
or dealing by any of the Joint Global Coordinators and Joint Bookrunners and any of their respective
affiliates acting in such capacity. In addition, the Joint Global Coordinators and Joint Bookrunners may enter
into financing arrangements and swaps in connection with which they or their affiliates may from time to
time acquire, hold or dispose of Shares. None of the Joint Global Coordinators and Joint Bookrunners nor
any of their respective affiliates intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.
Date: 13-12-2024 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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