Investor Relations
Welcome to the Pick n Pay Group
Investor Relations
Welcome to the Pick n Pay Group
ELECTRONIC VERSIONS OF THE MATERIALS IN CONNECTION WITH THE CONTEMPLATED RIGHTS OFFER (THE “RIGHTS OFFER”) THAT YOU ARE SEEKING TO ACCESS (THE “MATERIALS”) ARE BEING MADE AVAILABLE ON THIS WEBSITE BY PICK N PAY STORES LIMITED (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OF AMERICA (SUBJECT TO CERTAIN EXCEPTIONS) OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.
IMPORTANT: You must read the following notice carefully, as it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated, without notice. You should read it in full each time you visit the site. If you access the Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of the Materials.
Overseas persons
Viewing the Materials you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons may be allowed to view the Materials. Any persons who wish to view the Materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
The information in the following pages is not intended for, and is not to be made available to, persons in the United States, Australia, Canada, Hong Kong or Japan. Any announcements regarding securities offerings, or references to securities offerings, that are contained on these pages do not constitute an offering of those securities. Any offering of securities will be contained in a prospectus that contains detailed information about the issuer and the offered securities, including a discussion of risks, the issuer’s business and relevant financial information
The securities, including the new ordinary shares of the Company, which are the subject of the Rights Offer (the “Securities”), referred to in this disclaimer and the circular in connection with the Rights Offer (“Rights Offer Circular”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Hong Kong or Japan. The Securities referred to herein may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There has not been and will be no public offering or sale of the Securities referred to herein in the United States.
Any Securities referred to in the Materials have not been and will not be registered under the securities laws of the United States, Australia, Canada, Hong Kong or Japan and may not be offered, sold or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. The Materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for Securities in the United States (subject to certain exceptions), Australia, Canada, Hong Kong or Japan, or in any jurisdiction where such offers or sales are unlawful. The Securities are being offered and sold: (i) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act; and (ii) within the United States, to a limited number of “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act.
The Materials are only being distributed to and are only directed at: (i) persons who are outside the United Kingdom; or (ii) persons within the United Kingdom who are “qualified investors” within the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of assimilated law in the UK by virtue of the European Union (Withdrawal) Act 2018; or (iii) persons having 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 (iv) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (v) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, Relevant Persons. Any investment or investment activity to which this disclaimer relates must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons.
In any member state of the European Economic Area (other than the United Kingdom) that has implemented Regulation (EU) 2017/1129 (the “Prospectus Regulation”), the Materials are only addressed to and are only directed at persons in member states who are “qualified investors” (“Qualified Investors”) within the meaning of the Prospectus Regulation. This disclaimer and the Rights Offer Circular must not be acted on or relied on in any member state of the EEA, by persons who are not Qualified Investors.
South Africa
In South Africa, the Rights Offer is a rights offer as contemplated in Section 96(1)(d) of the Companies Act, 2008 (“Companies Act”) which is only being made to qualifying shareholders, and will not constitute an “offer to the public”, as envisaged in Chapter 4 of the Companies Act and any further placement of Securities under the Rights Offer will only be made to selected persons falling into one or more of the categories specified in Section 96(1)(a) of the Companies Act and/or in respect of whom the total contemplated acquisition cost for such Securities is not less than ZAR1,000,000 per single addressee acting as principal as contemplated in Section 96(1)(b) of the Companies Act (“Qualifying SA Investors”).
The Rights Offer Circular does not, nor does it intend to, constitute a “registered prospectus”, as contemplated in Chapter 4 of the Companies Act, and no prospectus has been filed with the Companies and Intellectual Property Commission (“Commission”) in respect of the Rights Offer or any component thereof. As a result, except to the extent prescribed in the Companies Act, the Rights Offer Circular does not comply with the substance and form requirements for a prospectus set out in the Companies Act and the South African Companies Regulations, 2011 and has not been approved by, and/or registered with, the Commission, or any other South African authority, save for the JSE Limited.
The information contained in the Materials constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, No. 19 of 2012, as amended, (“FAIS Act”) and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Securities or in relation to the business or future investments of the Company, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in the Materials should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act and the Company’s advisers are acting for the Company only in respect of the Rights Offer and are not giving or purporting to have given any financial advice as contemplated in the FAIS Act to any investor of the Company.
The Materials must not be released or otherwise forwarded, distributed or sent in or into Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so is unlawful.
No person receiving a copy of these Materials in any territory other than South Africa (and in such case only Qualifying SA Investors) may treat the same as constituting an invitation or offer to accept, exercise and/or use the Securities unless, in the relevant territory, such action could lawfully be performed, implemented or dealt with, without contravention of any registration or other legal requirements. In such circumstances, these Materials and the Securities are to be treated as sent for information only and should not be copied or redistributed. If you are not permitted to view the Materials or are in any doubt as to whether you are permitted to view the Materials, please exit this website.
No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in the Materials. To the maximum extent permitted by law, the Company and its affiliates, officers, directors, employees, advisers and agents, disclaim any liability whatsoever (including, without limitation, any liability arising from fault or negligence) for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from the accuracy, completeness or correctness of the information, opinions and conclusions contained in the Materials and the information contained on this website.
Basis of access
Access to the Materials is being granted on the website by the Company in good faith and for information purposes only. Any person seeking access to this website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
Confirmation of understanding and acceptance of disclaimer
I represent and warrant that:
I have read and understood the information set forth above and agree to be bound by its terms.
