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Dealings in Securities
PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
Debt Code: PPHI
ISIN: ZAE000259479
LEI: 3789006D677C34F69875
("Pepkor" or the "Company")
DEALINGS IN SECURITIES
Pepkor shareholders are referred to the SENS announcement dated 17 March 2025 informing
shareholders that the South African Reserve Bank has prohibited Ainsley Holdings (Pty)
Limited ("Ainsley") from dealing in 13.7% of Pepkor shares held by Ainsley, a subsidiary of
Ibex RSA Holdco Limited ("Reserve Bank prohibition orders"). In aggregate, Ainsley held 1
041 708 550 Pepkor shares, which equates to 28.2% of Pepkor's current shares in issue.
As reported in Pepkor's 2024 annual financial statements, Vista Treasury (Pty) Limited
("Vista"), an associate company of PJ Erasmus, concluded a subscription agreement with
Ainsley, in terms whereof Vista subscribed for 12 Class A ordinary shares of no-par value in
Ainsley, for a total subscription price of R120 million ("Subscription Agreement"). This related
to the Steinhoff (now Ibex Group) global settlement which was concluded in 2022. Vista and
Ainsley also concluded a security cession and pledge agreement, in terms of which Ainsley's
provided security to Vista for its obligations under and in connection with the Class A ordinary
shares and the Subscription Agreement ("Pledge Agreement").
Pepkor was informed that on 28 March 2025, subsequent to the Reserve Bank prohibition
orders, Vista became entitled, under the terms of the Class A ordinary shares, to require
Ainsley to make a distribution, which, if not effected in accordance with the terms of the Class
A ordinary shares, would entitle Vista to exercise its rights under the Pledge Agreement.
Pepkor was further informed that, pursuant thereto, Vista exercised its rights under the Pledge
agreement and subsequently took transfer of 60 million Pepkor shares from Ainsley.
Consequently:
- Ainsley holds 981 708 550 Pepkor shares, which equates to 26.6% of Pepkor's current
shares in issue. 13.7% of this is subject to the Reserve Bank prohibition orders, and
- Vista holds 60 000 000 Pepkor shares, which equates to 1.6% of Pepkor's current
shares in issue.
On 7 April 2025 Ainsley informed Pepkor that Ainsley has instituted legal proceedings in the
High Court of South Africa to challenge Vista's position regarding this matter.
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited ("JSE") Listings Requirements
and paragraphs 6.45 to 6.56 of the JSE Debt and Specialist Securities Listings Requirements,
the following information regarding the acquisition of securities is disclosed:
ACQUISITION OF SECURITIES
NAME OF DIRECTOR PJ Erasmus
Executive director of Pepkor and director of
Pepkor Trading
NAME OF ASSOCIATE Vista Treasury (Pty) Limited
RELATIONSHIP TO DIRECTOR Director and indirect shareholder
COMPANY OF WHICH THEY ARE A Pepkor and Pepkor Trading (Pty) Limited
DIRECTOR (a major subsidiary of the Company)
("Pepkor Trading")
TYPE AND CLASS OF SECURITIES Ordinary shares
NATURE OF TRANSACTION Off market transfer of Pepkor shares
pursuant to terms agreed under the:
- Subscription Agreement, the
existence of which was referenced in
Pepkor's annual financial statements
for the year ending 30 September
2024; and
- Pledge Agreement
DATE OF TRANSACTION - Contractual right triggered on 28
March 2025
- Right invoked on 28 March 2025
- Transfer of shares occurred on 4
April 2025
DEEMED PRICE PER SHARE ON R22.68 (closing price on date of transfer of
TRANSFER DATE shares, 4 April 2025)
NUMBER OF SECURITIES ACQUIRED 60 000 000
DEEMED TOTAL RAND VALUE OF R1 360 800 000
SECURITIES ACQUIRED
NATURE AND EXTENT OF INTEREST IN Indirect, beneficial
THE TRANSACTION
Clearance for the above was obtained in terms of paragraphs 3.66 and 6.48 of the JSE
Listings Requirements and the JSE Debt and Specialist Securities Listings Requirements,
respectively.
Parow
8 April 2025
Equity Sponsor and Debt Sponsor
Investec Bank Limited
Date: 08-04-2025 07:05:00
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