PEPKOR HOLDINGS LIMITED - Acquisition Of Securities And The Acceptance Of Share Rights In Terms Of The Pepkor Executive Share Rights Scheme

Acquisition Of Securities And The Acceptance Of Share Rights In Terms Of The Pepkor Executive Share Rights Scheme

PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
Debt Code: PPHI
ISIN: ZAE000259479
(“Pepkor” or the “Company”)

ACQUISITION OF SECURITIES AND THE ACCEPTANCE OF SHARE RIGHTS IN TERMS
OF THE PEPKOR HOLDINGS LIMITED EXECUTIVE SHARE RIGHTS SCHEME
(“THE SCHEME”)

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited (“JSE”) Listings Requirements
and paragraphs 6.42 to 6.53 of the JSE Debt Listings Requirements, the following information
regarding the acquisition of securities and the acceptance of share rights granted under the
Scheme is disclosed:

ACQUISITION OF SECURITIES

NAMES OF DIRECTORS                              LM Lourens                               [1]
                                                RG Hanekom                               [2]
                                                JL Hamman                                [3]

NAMES OF ASSOCIATES                             Leon Lourens Beleggings (Pty) Ltd        [1]
                                                LM Hamman                                [4]

RELATIONSHIP OF ASSOCIATES WITH                 Director is a director and shareholder   [1]
DIRECTORS                                       of the associate
                                                Spouse of a director of a                [4]
                                                major subsidiary

COMPANY OF WHICH A DIRECTOR                     Pepkor Holdings Limited                  [1 - 2]
                                                Pepkor Trading (Pty) Limited             [3]
                                                (a major subsidiary of the Company)

DIRECTOR STATUS:                                EXECUTIVE/NON- Executive                 [1 – 3]
EXECUTIVE

TYPE AND CLASS OF SECURITIES                    Ordinary shares                          [1 – 4]

NATURE OF TRANSACTION                           Acquisition of ordinary shares           [1 – 4]
                                                through the vesting of awards
                                                in terms of the Scheme
                                                (off-market transaction)

DATE OF AWARD                                   1 March 2019                             [1 – 4]

DATE OF VESTING                                 1 March 2022                             [1 – 4]

DATE OF TRANSACTION                             10 March 2022                            [1 – 4]

DEEMED PRICE PER SHARE                          R20.25                                   [1 – 4]
                                                (closing price on 10 March 2022)

NUMBER OF SECURITIES ACQUIRED                   406 274                                  [1]
AFTER SETTLEMENT OF TAX                         273 327                                  [2]
                                                194 939                                  [3]
                                                82 593                                   [4]

DEEMED TOTAL RAND VALUE OF                      R8 227 048.50                            [1]
SECURITIES ACQUIRED NET OF TAX                  R5 534 871.75                            [2]
                                                R3 947 514.75                            [3]
                                                R1 672 508.25                            [4]

NATURE AND EXTENT OF INTEREST IN                Indirect, beneficial                     [1]
THE TRANSACTION                                 Direct, beneficial                       [2 - 4]

ACCEPTANCE OF SHARE RIGHTS

NAMES OF DIRECTORS AND COMPANY                  LM Lourens                               [1]
SECRETARY                                       RG Hanekom                               [2]
                                                JL Hamman                                [3]
                                                M Allie                                  [4]

NAME OF ASSOCIATE                               LM Hamman                                [5]

RELATIONSHIP OF ASSOCIATE WITH                  Spouse of a director of a                [5]
DIRECTOR                                        major subsidiary

COMPANY OF WHICH A DIRECTOR                     Pepkor Holdings Limited                  [1 - 2]
                                                Pepkor Trading (Pty) Limited             [3]
                                                (a major subsidiary of the Company)

DIRECTOR STATUS:                                EXECUTIVE/NON- Executive                 [1 - 3]
EXECUTIVE

TYPE AND CLASS OF SECURITIES                    Share rights to ordinary                 [1 - 5]
                                                shares in the company granted
                                                in terms of the Scheme

NATURE OF TRANSACTION                           Acceptance of share rights in            [1 - 5]
                                                terms of the Scheme
                                                (off-market transaction)

DATE OF AWARD OF SHARE RIGHTS                   1 March 2022                             [1 - 5]

DATE OF ACCEPTANCE OF SHARE                     11 March 2022                            [1 - 5]
RIGHTS
PRICE AT WHICH SHARE RIGHTS                     Zero cost                                [1 - 5]
AWARDED

NUMBER OF SHARE RIGHTS ACCEPTED                 794 522                                  [1]
                                                533 819                                  [2]
                                                402 227                                  [3]
                                                235 874                                  [4]
                                                235 874                                  [5]

TOTAL RAND VALUE OF SHARE RIGHTS                R16 089 070.50                           [1]
ACCEPTED BASED ON THE CLOSING                   R10 809 834.75                           [2]
SHARE PRICE OF R20.25 ON 10 MARCH               R8 145 096.75                            [3]
2022                                            R4 776 448.50                            [4]
                                                R4 776 448.50                            [5]

VESTING DATE OF SHARE RIGHTS                    The share rights are subject to a        [1 - 5]
                                                three year performance period
                                                and shall vest on the third anniversary
                                                of the award date subject to
                                                the achievement of
                                                performance criteria
NATURE AND EXTENT OF INTEREST IN                Direct, beneficial                       [1 - 5]
THE TRANSACTION

Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings
Requirements.

Parow
11 March 2022

Equity Sponsor
PSG Capital

Debt Sponsor and corporate broker
Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 11-03-2022 03:00:00
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