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Distribution of Circular and Notice of General Meeting
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
LEI: 378900A8FDADE26AD654
Share code: SPG
ISIN: ZAE000161832
Debt Company Code: BISGL
("Super Group" or the "Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. CIRCULAR AND NOTICE OF GENERAL MEETING
Super Group shareholders ("Super Group Shareholders" or
"Shareholders") and noteholders are referred to the announcement
released on the Stock Exchange News Service ("SENS")on Wednesday, 4
December 2024, relating to the proposed disposal by Bluefin
Investments Limited, a wholly owned subsidiary of Super Group, of its
53.584% interest in SG Fleet Group Limited ("SG Fleet")(the
"Transaction"). The Transaction constitutes a category 1 transaction
in terms of Section 9 of the JSE Listings Requirements and requires
Shareholders' approval.
Shareholders are advised that the Company has today issued a circular
to Shareholders setting out full details of the Transaction and
incorporating a notice of general meeting. A copy of the circular is
available on the Company's website at
https://supergroup.co.za/investor-information/circulars/.
Shareholders are further advised that, following interactions with
some shareholders, and in order to reduce the administrative
complexity of the distribution referred to in the above-mentioned
SENS, the distribution will be in the form of a dividend only.
A general meeting of Super Group Shareholders recorded in the register
of Super Group on Friday, 14 February 2025 will be held through
electronic communication, on Tuesday, 25 February 2025 at 09:00, to
consider and, if deemed fit, pass, with or without modification, the
resolutions required to be approved by Shareholders in order to
authorise and implement the Transaction.
2. SALIENT DATES AND TIMES
The salient dates and times in relation to the Transaction are set
out below:
2025
Record date to determine which Shareholders are Friday, 24
entitled to receive the circular January
Circular incorporating the notice of general meeting Monday, 3
issued on February
Last day to trade in Super Group shares on the JSE to Tuesday, 11
be eligible to vote at the general meeting February
General meeting record date, being the date on which a
Shareholder must be recorded in the register in order Friday, 14
to be eligible to vote at the general meeting February
For administrative purposes, and to participate in the
general meeting, the completed electronic participation Monday, 24
forms must be received by the transfer secretaries by February
09:00 on
For administrative purposes to ensure an orderly
arrangement of affairs on the day, last day to lodge Monday, 24
forms of proxy in respect of the general meeting with February
the transfer secretaries, by no later than 09:00 on
Forms of proxy in respect of the general meeting not
lodged with the transfer secretaries in time may be Tuesday, 25
handed to the chairperson of the general meeting February
immediately before the commencement thereof on
General meeting held at 09:00 on Tuesday, 25
February
Results of the general meeting released on SENS on Tuesday, 25
February
Notes
1. All times given in the table above are local times in South Africa and may be changed
by Super Group (subject to the approval of the JSE, if required). Any changes will
be released on SENS and published in the press.
2. Super Group Shareholders should note that as transactions in shares are settled in
the electronic settlement system used by Strate, settlement of trades takes place
three business days after such trades. Therefore, Super Group Shareholders who acquire
Super Group shares after the close of trade on Tuesday, 11 February 2025 will not be
eligible to vote at the general meeting.
3. No dematerialisation and rematerialisation of Super Group shares may take place
between Wednesday, 12 February 2025 and Friday,14 February 2025, both days inclusive.
4. If the general meeting is adjourned or postponed, a form of proxy submitted for the
initial general meeting will remain valid in respect of any adjournment or
postponement of the general meeting, unless it is withdrawn.
5. If the general meeting is adjourned or postponed then forms of proxy that have not
yet been submitted should be lodged with the transfer secretaries by no later than
two business days before the adjourned or postponed general meeting but may
nonetheless be handed to the chairman of the adjourned or postponed general meeting
at any time prior to the commencement of the adjourned or postponed general meeting
or prior to voting on any resolution to be proposed at the adjourned or postponed
general meeting.
Sandton
3 February 2025
Financial Advisor and Transaction Sponsor
Investec Bank Limited
Legal Advisor
Fluxmans Inc.
Debt Sponsor
Questco Proprietary Limited
Date: 03-02-2025 09:00:00
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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