Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
Legal Entity Identifier: 378900A8FDADE26AD654
Debt Company Code: BISGL
(“Super Group” or “the Company”)
RESULTS OF GENERAL MEETING - PROPOSED ODD-LOT OFFER
1. Results of the General Meeting
Unless otherwise defined, the definitions and interpretations contained in the Circular issued by Super Group on
Tuesday, 1 November 2022 (“Circular”) apply, mutatis mutandis, to terms used in this announcement.
On Tuesday, 1 November 2022, Super Group issued a Circular to Super Group Shareholders relating to the
proposed implementation of an Odd-lot Offer, which will result in the repurchase by the Company of the Odd-lot
Holdings from the Odd-lot Holders at the Offer Price, being at a 10% premium to the 10-day volume weighted
average price of a Super Group Share as at the close of business on Friday, 2 December 2022 and to be announced
on Monday, 5 December 2022.
At the General Meeting of Super Group Shareholders that was held today Tuesday, 29 November 2022, all
resolutions were passed by the requisite majority of Super Group Shareholders and the voting results were as
follows:
Resolution Number of As a For² Against² Abstained¹
ordinary percentage
shares of ordinary
voted shares in
issue¹
Special resolution number 1 – Specific
authority to make and implement the 235 678 159 70.26 % 100.00% 0.00% 0.02%
Odd-lot Offer and repurchase Shares
from the Odd-lot Holders
Ordinary resolution number 1 –
Authority to make and implement the Odd- 235 678 159 70.26 % 100.00% 0.00% 0.02%
lot Offer to those who do not make an
election
Ordinary resolution number 2 - Authority
of Directors 235 675 359 70.26 % 100.00% 0.00% 0.02%
Notes:
1. Based on 346 481 875 Super Group ordinary shares in issue, net of treasury shares, at the date of the General Meeting.
2. In relation to the total number of Super Group ordinary shares voted at the General Meeting.
2. Salient dates and times
Super Group Shareholders are reminded of the following salient dates and times in relation to the Odd-lot Offer:
2022
Odd-lot Offer opens at 09:00 on Monday, 5 December
Publication of the finalisation information (including the Offer Price) on SENS by
11:00 on Monday, 5 December
Last day to trade to participate in the Odd-lot Offer Tuesday, 20 December
Super Group Shares trade ex-Odd lot Offer Wednesday, 21 December
Forms of election and surrender to be received by the Transfer Secretaries in
South Africa by 10:00 on Friday, 23 December
Record date for the Odd-lot Offer Friday, 23 December
Odd-lot Offer closes at 12:00 on Friday, 23 December
Payment of the Cash Consideration to Certificated Odd-lot Holders who have
accepted the Odd-lot Offer or who have made no election Tuesday, 27 December
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer
or who have made no election will have their accounts at their CSDP or broker
credited with the Cash Consideration Tuesday, 27 December
Results of the Odd-lot Offer released on SENS on Wednesday, 28 December
Delisting of Super Group Shares repurchased in terms of the Odd-lot Offer
expected on or about Friday, 30 December
Notes:
1. Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or broker of their election by the cut-off time stipulated by
their CSDP or broker. This will be before the closing date of the Odd-lot Offer.
2. In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the Cash Consideration, payment will be made by
electronic funds transfer into the bank accounts of the Odd-lot Holders on Tuesday, 27 December 2022 as provided on the Form of Election
and Surrender.
3. Odd-lot Holders who are non-residents of the Common Monetary Area and who have never resided in the Common Monetary Area, whose
registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the
Exchange Control Regulations, and who decide to sell their Odd-lot Holdings for the Cash Consideration, are referred to paragraph 7 of this
Circular regarding processing and payment of the Cash Consideration.
4. Those Odd-lot Holders who do not make an election will automatically be regarded as having accepted the Odd-lot Offer and shall be deemed
to have agreed to dispose of their Super Group Shares to Super Group and receive the Cash Consideration.
5. Shareholders may not dematerialise or rematerialise their Shares after the last day to trade, being Wednesday, 21 December 2022 to Friday,
23 December 2022, both dates inclusive.
Johannesburg
29 November 2022
Equity Sponsor
Investec Bank Limited
Debt Sponsor
FirstRand Bank Limited, acting through its Rand Merchant Bank division