Wrap Text
Results of successful placement of Boxer Retail Limited ordinary shares
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" or "the Group")
RESULTS OF SUCCESSFUL PLACEMENT OF BOXER RETAIL LIMITED ORDINARY SHARES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.
INTRODUCTION
Shareholders are referred to the announcement released on the Stock Exchange News Service on 18 May 2026 (the
"Announcement") regarding the launch of an accelerated bookbuild offering (the "Placement") of approximately
ZAR4.7 billion in Boxer Retail Limited ("Boxer") ordinary shares held by Pick n Pay through its wholly owned subsidiary,
Pick n Pay Retailers Proprietary Limited ("Pick n Pay Retailers").
Shareholders are advised of the successful Placement of c.57.3m Boxer ordinary shares (the "Placement Shares"),
representing approximately 12.5% of the total issued ordinary shares of Boxer. Following the Placement, Pick n Pay
will continue to hold approximately 53.1% of Boxer's total issued ordinary shares.
The Placement was effected on 18 May 2026 through a private placement by way of an accelerated bookbuild offering
to qualifying investors, as described in the Announcement.
All capitalised terms used in this announcement and not otherwise defined herein, shall have the meanings given to
them in the Announcement, unless the context clearly indicates otherwise.
FINAL PLACEMENT PRICE AND RESULTS OF THE PLACEMENT
The Placement Shares were placed at a price of R82.00 per share representing a 3.2% premium to the 30-day volume-
weighted average price per Boxer ordinary share as at 18 May 2026. The Placement raised proceeds of ZAR4.7 billion
("Placement Proceeds") for Pick n Pay.
The Placement is not subject to any suspensive conditions. Settlement of the Placement Shares on the Johannesburg
Stock Exchange is expected to occur on or about 22 May 2026 (i.e. on a T+3 basis).
RATIONALE AND APPLICATION OF THE PLACEMENT PROCEEDS
Pick n Pay intends to deploy the net proceeds from the Placement to support the ongoing implementation of its
turnaround plan and growth strategy, while ensuring maximum financial flexibility over the medium-term. This will enable
the Group to continue executing on its strategic priorities, investing ahead of the plan, with a clear pathway to returning
the core Pick n Pay Stores segment to cashflow break-even.
Aligned with these objectives, Boxer remains a vital part of the Group. Pick n Pay is committed to retaining a controlling
stake in Boxer and participating in its impressive growth trajectory, as it continues to be a key engine of value creation
for the Group and its investors.
CATEGORISATION OF THE PLACEMENT
The disposal by Pick n Pay of the Placement Shares for the Placement Proceeds constitutes a category 2 transaction
in terms of section 8 of the JSE Limited Listings Requirements and does not require Pick n Pay shareholder approval.
Information relating to Boxer, its business, its net asset value and its profits after tax can be accessed through the
following weblink: https://boxerinvestor.co.za/pdf/investors/results/2026/final-results-2026/fy26-annual-financial-statements.pdf
Pursuant to the terms of the placement agreement entered into between Pick n Pay Retailers and the Joint Global
Coordinators ("Placement Agreement"), Pick n Pay has agreed to a customary lock-up arrangement, subject to
customary exceptions and waivers for a period of 365 days from the closing date of the Placement.
Cape Town
19 May 2026
Joint Global Coordinators
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)
Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal Advisor to Pick n Pay
Bowman Gilfillan Inc. t/a Bowmans and Milbank LLP
Legal Advisors to the Joint Global Coordinators
Webber Wentzel Attorneys and Linklaters
IMPORTANT NOTICE
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the district of Columbia), Australia, Canada, Japan or
any other jurisdiction in which offers, sales or announcement would be prohibited by applicable laws and regulations.
The distribution of this announcement and the offering of the Placement Shares in certain jurisdictions may be restricted
by law in certain jurisdictions and persons into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
This announcement is for information purposes only and does not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction
to whom or in which such offer or solicitation is unlawful or requires any registration or any other measures. The
Placement Shares have not been and will not be offered to the public in any jurisdiction in circumstances which would
require the preparation or registration of any offering document relating to the Placement in such jurisdiction. The
Placement Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the
"Securities Act") or the securities law of any state or other jurisdiction of the United States, and accordingly may not
be offered or sold, directly or indirectly, in or into the United States unless registered under the Securities Act or pursuant
to an exemption from, or in a transaction not subject to, the registration requirements thereof. The Placement Shares
are being offered are sold in the United States only to a limited number of persons reasonably believed to be "qualified
institutional buyers" ("QIBs") in reliance on Rule 144A under the Securities Act or another exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act, and are being sold outside the United
States in offshore transactions in accordance with Regulation S under the Securities Act. There will be no public offering
in the United States.
The offer and sale of the Placement Shares has not been, and will not be, registered under the applicable securities
laws of Australia, Canada or Japan. Subject to certain exceptions, the Placement Shares referred to herein may not be
offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There will be no public offer of Placement Shares in Australia, Canada, and Japan.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for Placement 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 South African Companies Act, 2008, as
amended (the "South African Companies Act") and the South African Companies Regulations of 2011 (the
"Companies Regulations") 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 South African Companies Act. This announcement does not, nor is it
intended to constitute a "registered prospectus" as contemplated in the South African Companies Act. This
announcement does not comply with the substance and form requirements for a prospectus set out in the South African
Companies Act and the Companies Regulations, and has not been approved by, and/or registered with, the Companies
and Intellectual Property Commission.
In South Africa the Placement is not an offer to the public as defined in the South African Companies Act and only (i)
persons falling within the exemptions set out in section 96(1)(a) of the South African Companies Act; or (ii) persons
who purchase, as principal, shares at a total contemplated acquisition cost equal to or greater than R1 000,000, as
envisaged in section 96(1)(b) of the South African Companies Act, and in each case to whom any offer to participate
in the Placement is specifically addressed (all such persons in (i) and (ii) being referred to as "Relevant Persons"), will
be entitled to apply for Placement Shares in the Placement. 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. This announcement does not, nor does it intend to,
constitute any offering document relating to the Placement.
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, 2002 ("FAIS Act") and should not be construed
as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Placement
Shares or in relation to the business or future investments of Pick n Pay, is appropriate to the particular investment
objectives, financial situations or needs of a 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. Pick n
Pay is not a financial services provider licensed as such under the FAIS Act.
In member states of the European Economic Area this announcement and the Placement was and will only be directed
only at persons who are "qualified investors" within the meaning of the Prospectus Regulation. For these purposes,
the expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. In the United Kingdom this
announcement and the Placement was and will only be directed at "qualified investors" within the meaning of
Paragraph 15, Part 1, Schedule 1 of the POATR (i) who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to(D) of the Order, and (iii) to whom it may otherwise
lawfully be communicated. This announcement has been prepared on the basis that any offer of the Placement Shares
in the United Kingdom will be made pursuant to an exemption under the POATR from the prohibition on public offers
in the United Kingdom. Accordingly, any person making or intending to make any offer in the United Kingdom of the
Placement Shares may only do so in circumstances in which the offer falls within an exemption from the prohibition on
public offers in Part 1 of Schedule 1 to the POATR. Neither the Group nor the JGCs have authorised, nor do they
authorise, the making of any offer of securities in the United Kingdom in circumstances in which an obligation may arise
for the Group or any JGC to publish a prospectus for such offer. For these purposes, the expression "POATR" means
Public Offers and Admissions to Trading Regulations 2024/105.
Each of the Joint Global Coordinators is acting exclusively for Pick n Pay and no-one else in connection with the
Placement. They will not regard any other person as their respective clients in relation to the Placement 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 Placement, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.
None of the Joint Global Coordinators or any of their respective directors, officers, employees, advisers or agents
makes any representation or warranty, express or implied, as to the accuracy, completeness or verification of the
information set forth in this announcement, and nothing contained in this announcement is, or shall be relied upon as,
a promise or representation in this respect, whether as to the past or the future. None of the Joint Global Coordinators
or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability,
whether arising in tort, delict, contract or otherwise (save as referred to above) for its accuracy, completeness or
verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they
might otherwise be found to have in respect of this announcement or any such statement.
This announcement includes "forward-looking statements". Forward-looking statements are statements that are not
historical facts and may be identified by the use of words such as "anticipate", "believe", "continue", "should", "will",
"target", "forecast", "expect", "potential", "intend", "estimate", "strategy", "can" and other similar expressions that predict
or indicate future events or trends or that are not statements of historical matters. The forward-looking statements set
out in this announcement involve a number of known and unknown risks, uncertainties and other factors, many of which
are difficult to predict and generally beyond the control of Pick n Pay, that could cause Pick n Pay's or Boxer's actual
results and outcomes to be materially different from historical results or from any future results expressed or implied by
such forward-looking statements. Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in public sector investment levels, changes in the general
economic, political and market conditions in the markets in which Pick n Pay and Boxer operate, Pick n Pay's and
Boxer's ability to attract, retain and motivate qualified personnel, changes in Pick n Pay's and Boxer's ability to engage
in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date
and are subject to change without notice. Pick n Pay does not undertake any obligation to review, update, confirm, or
to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that
arise in relation to the content of this announcement.
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 for any purpose on the information contained in this announcement or its accuracy
or completeness.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may
be associated with an investment in the Placement Shares. Any investment decision to buy Placement Shares in the
Placement must be made solely on the basis of publicly available information, which has not been independently
verified by the Joint Global Coordinators and/or Pick n Pay.
This announcement does not represent the announcement of a definitive agreement to proceed with the Placement
and, accordingly, there can be no certainty that the Placement will proceed. Pick n Pay reserves the right not to proceed
with the Placement or to vary any terms of the Placement in any way.
The Placement Shares to be sold pursuant to the Placement are admitted to trading on the stock exchange operated
by the JSE Limited as well as the A2X exchange and, so far as Pick n Pay is aware, it is not intended that they will be
admitted to trading on any other stock exchange.
Date: 19-05-2026 07:05:00
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