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PICK N PAY STORES LIMITED - Sales and balance sheet update, further trading statement, strategic response and cautionary announcement

Release Date: 22/02/2024 12:00
Code(s): PIK     PDF:  
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Sales and balance sheet update, further trading statement, strategic response and cautionary announcement

Pick n Pay Stores Limited
Incorporated in the Republic of South Africa
Registration number: 1968/008034/06
JSE share code: PIK
ISIN: ZAE000005443
("Pick n Pay" or "the Company")

Sales and balance sheet update for the 47 weeks ended 21 January 2024, further trading statement for
the full 2024 financial year, strategic response and cautionary announcement
Sales update for the 47 weeks ended 21 January 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

The Company and its subsidiaries ("the Group") increased total sales by +5.3% for the 47 weeks ended 21
January 2024 ("the period") with like-for-like sales growth of +2.9%.

The Group's key growth drivers comprising Boxer, Pick n Pay Clothing and Online continued to deliver
strong results, with Boxer and Pick n Pay Clothing each improving on the growth delivered in the first half
of the year.

The Pick n Pay supermarkets performance was below expectation, reflecting increased competitive
intensity in the market.

                                Previously published
                                    26 weeks ended            21 weeks ended            47 weeks ended
                                     27 August 2023           21 January 2024           21 January 2024
                                           (H1 FY24)
                                           % growth                  % growth            % growth
 South Africa
   Pick n Pay                                   0.3%                      -0.5%                     -0.1%
   Boxer                                       16.1%                     18.2%                      17.1%
   Total                                        5.1%                      5.3%                      5.2%
 Rest of Africa                                14.4%                      5.9%                      10.3%
 Group sales                                    5.4%                      5.3%                      5.3%

Pick n Pay South Africa sales for the period declined by -0.1%, with like-for-like sales growth of +0.7%
reflecting action taken to close under-performing stores. Lower than expected sales volumes over the
November and December trading period resulted in higher inventory levels which negatively impacted
the Group's working capital cycle and cash generation for the period. Good progress has been delivered
in reducing inventory levels over the past few weeks, with the cash benefits expected to flow after year-
end.
Pick n Pay Clothing stores delivered strong sales growth of +17.5% for the period, with like-for-like growth
of +8.0%. The stronger second-half performance reflects a successful store opening programme and
market share gains across all key categories. Pick n Pay Online delivered sales growth of +75.8% for the
period, with strong performances from both the relaunched asap! platform and the Group's strategic
partnership with Mr D.

Boxer continued to deliver on its commitment to providing exceptional value for customers, with sales
growth of +17.1% for the period and like-for-like growth of +7.3%. The Group believes that this leading
performance demonstrates the strength of the Boxer brand and the resilience of its operating model in a
difficult and highly competitive trading environment.

The Rest of Africa division increased its sales for the period by +10.3% and +12.4% on a constant currency
basis, in line with H1 FY24 (+12.2%). The sustained year-on-year improvement in the Rest of Africa was
driven by a strong turnaround in Zambia.

Balance sheet update and discussions with lenders

The disappointing trade performance from Pick n Pay supermarkets, increased inventory levels and
strategic investment into the Group's growth engines have led to a marked increase in the Group's level
of net debt from R3.8 billion on 27 August 2023 to R7.2 billion as at 21 January 2024. The Group's net
debt position improved in February 2024, largely as a result of the receipt of R0.5 billion of cash proceeds
from the sale of property, as disclosed to shareholders in October 2023. Pick n Pay has actively engaged
with the key lenders under its long-term syndicated and bilateral loan facilities to ensure continued
compliance with the Group's long-term debt covenants under these facilities.

Following this engagement, long-term lenders have agreed to waive all covenants on the syndicated loan
and bilateral loan facilities as at 25 February 2024 while amending them for 31 August 2024. These waivers
have provided the Group with sufficient time and flexibility to strategically assess the Group's gearing
position and progress the optimal course of action to correct the capital structure. The board of directors
of Pick n Pay ("the Board") extends its sincere thanks to its lenders for their continued support.

Further Trading Statement
Shareholders are referred to the announcement released on the JSE Stock Exchange News Service
("SENS") on 18 October 2023, wherein the Group advised shareholders that it was likely that its H2 FY24
earnings (26 weeks to 25 February 2024) would be below the earnings reported in H2 FY23 (26 weeks to
26 February 2023). In terms of section 3.4(b) of the JSE Listings Requirements, the Group guided that it
expected its earnings, headline earnings and pro forma headline earnings for the financial year ending 25
February 2024 ("FY24") to decrease by more than 20% when compared to the EPS, HEPS and pro forma
HEPS reported for FY23.
Shareholders are advised that the Group will compile and finalise its financial results for FY24 over the
coming weeks, the publication of which is scheduled for late May 2024. The Group expects to publish a
loss at the earnings, headline earnings, and pro forma headline earnings levels for FY24. The loss is entirely
attributable to the performance of the Pick n Pay supermarkets business, which was primarily due to a
weaker than expected trade performance, the duplication of supply chain costs related to the move from
Longmeadow to the Eastport distribution centre, once-off restructuring costs and the net incremental
costs of loadshedding. The Group's Boxer and Pick n Pay Clothing businesses remain highly profitable.
Management does not yet have the required degree of certainty to provide details of the anticipated
ranges for earnings, headline earnings, and pro forma headline earnings levels for FY24. Management will
provide a further update to this trading statement once the Group has the required degree of certainty
to do so.

Strategic response and cautionary announcement

In October 2023, the Company appointed Sean Summers as its new CEO to urgently address the under-
performance of the Pick n Pay supermarkets business, and to assess ways in which the Group could unlock
value for shareholders from Pick n Pay's broader business.

While the Board recognised that the Pick n Pay supermarkets turnaround would be a multi-year strategy,
significant progress has nevertheless been made in the appointment of a new leadership team and the
implementation of a strengthened and simplified operational structure which aims to drive rapid decision
making, improved in-store execution and excellent customer service.

Alongside the immediate action taken at an operational level, the Board prioritised the development of a
sustainable capital structure for the Group, which would reduce debt levels, provide sufficient support for
investment in the turnaround of Pick n Pay and unlock shareholder value.

In this context, the Board appointed financial advisors who have been working alongside the Board and
management team to evaluate the Group's strategic alternatives to achieve these objectives and unlock
the value inherent in the Group.

To this end, the Board has approved a plan to prepare for a two-step recapitalisation plan which, subject
to final approval by the Board as well as the requisite shareholder and other regulatory approvals being
obtained, will comprise a rights offer to existing shareholders of the Company of up to R4.0 billion to
provide near-term liquidity, followed by an offering and listing of the Group's Boxer business on the Main
Board of the Johannesburg Stock Exchange ("IPO"). The rights offer is currently expected to take place in
the middle of 2024, followed by the IPO towards the end of 2024. At this time, the Group intends to retain
a majority stake in Boxer after the IPO.

In taking this decision, the Board believes that the two-step recapitalisation plan is the best course of
action to not only stabilise the Group's balance sheet, strengthen Group liquidity and provide adequate
capital funding for long-term sustainable growth, but importantly to unlock shareholder value. The
controlling shareholder of the Group has indicated its in-principle support for the proposed two-step
recapitalisation plan.

As the terms and conditions of the recapitalisation plan are still being developed with Pick n Pay's financial
advisors and are subject to ongoing Board engagement and approvals, shareholders are advised to
exercise caution when dealing in the Company's securities until these details are finalised and a further
announcement is made.

FY24 financial results announcement and strategic update

Shareholders are advised that the Group expects to release its financial results for the 52 weeks ended 25
February 2024 on SENS in late May 2024, followed by an in-person and online results presentation. The
presentation will include a formal update on Group strategy and the Group's plans to raise capital. Further
details will be provided in due course.
The information contained in this announcement is presented in accordance with the JSE Listings
Requirements and is the responsibility of the Board. The financial information on which this trading
statement is based has not been reviewed by or reported on by the Group's external auditors.

By order of the Board
Cape Town
22 February 2024

Sponsor: Investec Bank Limited

Pro forma information

The pro forma constant currency information is presented in accordance with the JSE Listings
Requirements and is presented for illustrative purposes only. The pro forma financial information may
not fairly present the Group's financial position, changes in equity, results of operations or cash flows.

Forward-looking information contained in this announcement

This announcement contains certain forward-looking statements which relate to the Group's possible
future actions, long-term strategy, performance, liquidity position and financial position. All forward-
looking statements are solely based on the views and considerations of the Board, and in particular as at
the date hereof. These statements involve risk and uncertainty as they relate to events and depend on
circumstance that may or may not occur in the future.

The Group 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 the Group's external auditors.

Important Information

This announcement is not for release, publication or distribution, directly or indirectly, in or into Australia,
Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful. This
announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for
securities in any jurisdiction, including the United States, Australia, Canada or Japan or in any other
jurisdiction in which such offer, solicitation or sale would be unlawful. The securities mentioned herein
(the "Securities") have not been, and will not be, registered under the United States Securities Act of 1933
(the "Securities Act").

The Securities 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 Securities Act. There will be no public
offer of securities in the United States, Canada, Australia and Japan.

The issue or sale of Securities in the offerings mentioned herein are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company 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.

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 South
African Companies Act, No. 71 of 2008 (as amended) or otherwise (the "Act") 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 Act. Accordingly, this announcement does not constitute a "registered prospectus" or an
"advertisement" relating to an "offer to the public", as contemplated by the Act. No prospectus has been,
or will be, filed with the South African Companies and Intellectual Property Commission in respect of this
information.

The information contained herein is only preliminary and indicative and does not purport to contain any
information that would be required to evaluate the Group, its respective financial position and/or any
investment decision. This announcement is not intended to provide, and should not be relied upon for,
accounting, legal or tax advice nor does it constitute a recommendation regarding any potential securities
offering. In particular, this announcement should not be considered as "advice" as defined in the South
African Financial Advisory and Intermediary Services Act, 37 of 2002 and should not be construed as an
express or implied recommendation, guide or proposal that any transaction, or in relation to the business
or future investments of the Group, is appropriate to the particular investment objectives, financial
situations or needs of any person.

Date: 22-02-2024 12:00:00
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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,
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