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PICK N PAY STORES LIMITED
Registration number: 1968/008034/06
Incorporated in the Republic of South Africa
Share code: PIK
ISIN code: ZAE000005443
(“Pick n Pay” or “the Company” or “the Group”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
FORM AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, OR ANY
OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.
RESULTS OF THE RIGHTS OFFER AND DEALINGS IN SECURITIES BY DIRECTORS, BY ASSOCIATES OF
DIRECTORS AND BY THE COMPANY SECRETARY
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given in the Rights Offer Circular
made available on the Company’s website at www.picknpayinvestor.co.za on Monday, 15 July 2024 (“Circular”).
1. Introduction
Pick n Pay shareholders are referred to the finalisation announcement released on the Stock Exchange News Service of the JSE
Limited (“JSE”) and the A2X News Service of the A2X Market on Thursday, 11 July 2024, relating to a fully underwritten
renounceable rights offer to qualifying Pick n Pay shareholders to raise, in aggregate, gross proceeds of ZAR4.0 billion (“Rights
Offer”).
The Rights Offer consisted of an issue of 252,206,809 new Pick n Pay ordinary shares (“Rights Offer Shares”) at a subscription
price of 1,586.0 cents (ZAR15.86) per Rights Offer Share.
The Rights Offer was fully underwritten by Absa Bank Limited (acting through its Corporate and Investment Banking Division),
Rand Merchant Bank (a division of FirstRand Bank Limited) and The Standard Bank of South Africa Limited (acting through its
Corporate and Investment Banking Division) (together, the “Joint Global Coordinators and Joint Underwriters”), pursuant to
and subject to an underwriting agreement on customary terms and conditions agreed between Pick n Pay and the Joint Global
Coordinators and Joint Underwriters.
2. Results of the Rights Offer
The Rights Offer closed at 12:00 (South African Standard Time) on Friday, 2 August 2024. The results of the Rights Offer are set
out below:
Number of Rights % of Rights Offer
Offer Shares
Rights Offer Shares available for subscription 252,206,809 100.0
Rights Offer Shares subscribed for (excluding excess applications) 248,960,603 98.7
Excess applications for Rights Offer Shares received 270,446,006 107.2
Excess Rights Offer Shares allocated to excess applications 3,246,206 1.3
Total Rights Offer Shares subscribed for 252,206,809 100.0
As the Rights Offer was fully subscribed after taking into account excess applications received, the Joint Underwriters were not
required to subscribe for any Rights Offer Shares in terms of their underwriting commitments.
Commenting on the results of the Rights Offer, Sean Summers, CEO of Pick n Pay said:
“Shareholders have demonstrated firm support for the Company, resulting in a strong level of subscriptions in terms of the Rights
Offer. The Rights Offer is a critical first step in our strategy to recapitalise the Pick n Pay balance sheet and will help support the
turnaround of the core operations ahead of the much-anticipated Boxer IPO”.
3. Issue of Rights Offer Shares
CSDP or Broker accounts of Qualifying Certificated Shareholders (or their renouncees) that provided their account details and did
not elect the option to "rematerialise" their Rights Offer Shares as outlined in the Form of Instruction attached to the Circular, have
been credited with the Rights Offer Shares at 09:00 (SAST) today Monday, 5 August 2024. The Rights Offer Shares of Qualifying
Certificated Shareholders (or their renouncees) that failed to provide their CSDP or Broker accounts as required in terms of the
Form of Instruction and the Circular, will be held by the Transfer Secretaries on their behalf pending confirmation of such account
details.
The Documents of Title in respect of Rights Offer Shares of Qualifying Certificated Shareholders (or their renouncees) that validly
elected the option to "rematerialise" their Rights Offer Shares as outlined in the Form of Instruction attached to the Circular, will be
posted to such Qualifying Certificated Shareholders (or their renouncees) as soon as possible from today, Monday, 5 August 2024.
CSDP or Broker accounts of Qualifying Dematerialised Shareholders (or their renouncees) have been credited with Rights Offer
Shares at 09:00 (SAST) today Monday, 5 August 2024.
4. Excess applications
Pick n Pay received applications for 270,446,006 excess Rights Offer Shares of which 3,246,206 excess Rights Offer Shares were
allocated. The Excess Rights Offer Shares applied for were allocated in an equitable manner in accordance with the JSE Listings
Requirements, taking cognisance of the number of shares held by Qualifying Shareholders, including those taken up as a result of
the Rights Offer, and the number of excess Rights Offer Shares applied for by the Qualifying Shareholders.
In respect of successful excess applications, accounts of Qualifying Certificated Shareholders (or their renouncees) will be credited
with the Rights Offer Shares at 09:00 (SAST) on Wednesday, 7 August 2024.
In respect of successful excess applications, if applicable, CSDP or Broker accounts of Qualifying Dematerialised Shareholders will
be updated with Rights Offer Shares at 09:00 (SAST) on Wednesday, 7 August 2024.
In respect of unsuccessful excess applications, if applicable, refunds will be made to Qualifying Certificated Shareholders on or
about Wednesday, 7 August 2024.
5. Dealings in securities by directors, by associates of directors and by the Company Secretary
In accordance with paragraph 3.63 of the JSE Listings Requirements, the following information is disclosed.
The following Pick n Pay Directors and associates of Directors followed all their pro rata entitlements to Rights Offer Shares
under the Rights Offer (“Rights”) in respect of their entire shareholdings:
Name of director James Formby
Designation Lead independent non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 2 130
Price per security R15.86
Total value of transaction R33 781.80
Nature of transaction Off market subscription for Rights Offer shares, including
excess applications
Nature and extent of director’s interest Direct, beneficial
Clearance to deal received Yes
Name of director James Formby
Designation Lead independent non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 3 628
Price per security R15.86
Total value of transaction R57 540.08
Nature of transaction Off market subscription for Rights Offer shares by associate,
Business Venture Investments No 417 Proprietary Limited, a
company in which J Formby is a director and shareholder
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Name of director James Formby
Designation Lead independent non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 10 453
Price per security R15.86
Total value of transaction R165 784.58
Nature of transaction Off market subscription for Rights Offer shares, including
excess applications, by associate, Formby Investment
Proprietary Limited, a company in which J Formby is a director
and which is owned by a trust of which J Formby is a trustee
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Name of director David Friedland
Designation Independent non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 17 473
Price per security R15.86
Total value of transaction R277 121.78
Nature of transaction Off market subscription for Rights Offer shares by associate,
Mrs M Friedland, the director’s spouse
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Name of director Lerena Olivier
Designation Chief Finance Officer
Date of transaction 2 August 2024
Class of securities Ordinary shares, including shares held in the Pick n Pay
restricted Forfeitable Share Plan (“RSP”)
Number of securities 66 928
Price per security R15.86
Total value of transaction R1 061 478.08
Nature of transaction Off market subscription for Rights Offer shares, including in
respect of letters of allocation received on shares held in the
RSP
Nature and extent of director’s interest Direct, beneficial
Clearance to deal received Yes
Name of director Gareth Ackerman
Designation Non-executive Chair
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 928 943
Price per security R15.86
Total value of transaction R14 733 035.98
Nature of transaction Off market subscription for Rights Offer shares by associate,
Burrumbuck Investments Proprietary Limited, controlled by the
director and his family via a family trust
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Name of director David Robins
Designation Non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 56 884
Price per security R15.86
Total value of transaction R902 180.24
Nature of transaction Off market subscription for Rights Offer shares by associate,
Friedshelf 1683 Proprietary Limited, controlled by the director’s
wife and family via a family trust
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Name of director Suzanne Ackerman
Designation Non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 362 894
Price per security R15.86
Total value of transaction R5 755 498.84
Nature of transaction Off market subscription for Rights Offer shares by associate,
The Sudale Trust, being the director’s family trust
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Name of director Jonathan Ackerman
Designation Non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 519 944
Price per security R15.86
Total value of transaction R8 246 311.84
Nature of transaction Off-market subscription for Rights Offer shares by associate,
JGA Investments Pty Ltd, controlled by the director and his
family via a family trust
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Name of directors Gareth Ackerman, Jonathan Ackerman, Suzanne Ackerman,
David Robins
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 64 038 857
Price per security R15.86
Total value of transaction R1 015 656 272.02
Nature of transaction Off market subscription for Rights Offer shares by associate,
Ackerman Investment Holdings Proprietary Limited, a company
controlled by the Ackerman family group
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Name of directors Gareth Ackerman, Jonathan Ackerman, Suzanne Ackerman,
David Robins
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 1
Price per security R15.86
Total value of transaction R15.86
Nature of transaction Subscription for Rights Offer shares by associate, Ackerman
Family Investment Holdings Proprietary Limited, a company
controlled by the Ackerman family group
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
The following Pick n Pay director and company secretary sold a portion of their Rights in order to raise funds to subscribe
for Rights Offer Shares:
Name Sean Summers
Designation Chief Executive Officer
Date of transaction 22 July 2023
Class of securities Letters of allocation (“Rights”) received on shares held in the
RSP
Number of securities sold 1 399 980
Volume weighted average price per security R7.34
Highest price per security R8.80
Lowest price per security R6.43
Total value of transaction R10 269 833.29
Nature of transaction On-market sale of sufficient Rights to raise funds to subscribe
for Rights Offer Shares applicable to remaining Rights
received on shares held in the RSP
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 644 456
Rights Offer price R15.86
Total value of transaction R10 221 072.16
Nature of transaction Off market subscription for Rights Offer shares applicable to
remaining Rights received on shares held in the RSP
Nature of interest Direct, beneficial
Clearance obtained Yes
Name Vaughan Pierce
Designation Company Secretary
Date of transaction 22 July 2024
Class of securities Letters of allocation (“Rights”) received on shares held in the
RSP
Number of securities sold 2 100
Volume weighted average price per security R7.34
Highest price per security R8.80
Lowest price per security R6.43
Total value of transaction R15 404.97
Nature of transaction On-market sale of sufficient Rights to raise funds to subscribe
for Rights Offer Shares applicable to remaining Rights
received on shares held in the RSP
Date of transaction 24 July 2024
Class of securities Letters of allocation (“Rights”) received on shares held in the
RSP
Number of securities sold 893
Price per security R7.74
Total value of transaction R6 911.82
Nature of transaction On-market sale of sufficient Rights to raise funds to subscribe
for Rights Offer Shares applicable to remaining Rights
received on shares held in the RSP
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 1 386
Rights Offer price R15.86
Total value of transaction R21 981.96
Nature of transaction Off market subscription for Rights Offer shares applicable to
remaining Rights received on shares held in the RSP
Nature of interest Direct, beneficial
Clearance obtained Yes
A further trade in Pick n Pay shares by Sean Summers and Vaughan Pierce, sufficient to settle the final tax payable as a result of
the action taken in terms of their Rights received on shares held in the RSP, is expected to be executed on or before Wednesday, 7
August 2024, and will be announced separately.
The following Pick n Pay director and associates of a director followed a portion of their Rights and sold the balance:
Name of director Aboubakar Jakoet
Designation Independent non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 1 236
Price per security R15.86
Total value of transaction R19 602.96
Nature of transaction Off market subscription for Rights Offer shares
Date of transaction 25 July 2024
Class of securities Letters of allocation (“Rights”)
Number of securities 3 243
Price per security R7.60
Total value of transaction R24 646.80
Nature of transaction On-market sale of Rights
Nature and extent of director’s interest Direct, beneficial
Clearance to deal received Yes
Name of director Aboubakar Jakoet
Designation Independent non-executive director
Date of transaction 2 August 2024
Class of securities Ordinary shares
Number of securities 936
Price per security R15.86
Total value of transaction R14 844.96
Nature of transaction Off market subscription for Rights Offer Shares by associate,
Mrs S Jakoet, the director’s spouse
Nature and extent of director’s interest Indirect, non-beneficial, dealing by associate
Clearance to deal received Yes
Name of director Aboubakar Jakoet
Designation Independent non-executive director
Date of transaction 25 July 2024
Class of securities Letters of allocation (“Rights”)
Number of securities 5 738
Price per security R7.60
Total value of transaction R43 608.80
Nature of transaction On-market sale of Rights by associate, Mrs S Jakoet, the
director’s spouse
Nature and extent of director’s interest Indirect, non-beneficial, dealing by associate
Clearance to deal received Yes
Name of director Aboubakar Jakoet
Designation Independent non-executive director
Date of transaction 26 July 2024
Class of securities Letters of allocation (“Rights”)
Number of securities 383 325
Price per security R8.21
Total value of transaction R3 145 309.12
Nature of transaction On-market sale of Rights by associate, Caricia Investments
Proprietary Limited, a company in which A Jakoet has a 10%
shareholding.
Nature and extent of director’s interest Indirect, beneficial, dealing by associate
Clearance to deal received Yes
Cape Town
5 August 2024
Joint Global Coordinators and Joint Underwriters
Absa Bank Limited
(acting through its Corporate and Investment Banking Division)
Rand Merchant Bank
(a division of FirstRand Bank Limited)
The Standard Bank of South Africa Limited
(acting through its Corporate and Investment Banking division)
Transaction Sponsor
Rand Merchant Bank
(a division of FirstRand Bank Limited)
Legal advisers to Pick n Pay as to South African law
Bowman Gilfillan Inc.
Legal advisers to Pick n Pay as to US and English law
Milbank LLP
Legal advisers to the Joint Global Coordinators and Joint Underwriters as to South African law
Webber Wentzel
Legal advisers to the Joint Global Coordinators and Joint Underwriters as to US and English law
Linklaters LLP
DISCLAIMER
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 Pick n Pay, 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.
Pick n Pay 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 Pick n Pay’s
external auditors.
Important information
This announcement is provided for information purposes only in accordance with the JSE Listings Requirements.
This announcement is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong 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, Hong Kong or Japan, 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 referred to herein were not and 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 was and will be no public offer of
securities in the United States, Canada, Australia, Hong Kong and Japan.
The issue or sale of Securities in the offerings mentioned herein are subject to specific legal or regulatory restrictions in certain
jurisdictions. Pick n Pay assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for
Securities in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or advertisement 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 “Companies 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 Companies Act. As a result, this announcement does not comply with the substance and form
requirements for a prospectus set out in Companies Act and the South African Companies Regulations 2011, and has not been
approved by, and/or registered with, the with the South African Companies and Intellectual Property Commission or any other
South African authority. Nothing in this announcement should be viewed, or construed, as “advice”, as that term is used in the South
African Financial Markets Act, No. 19 of 2012, as amended, and/or the South African Financial Advisory and Intermediary Services
Act, No. 37 of 2002, as amended (the “FAIS Act”).
The announcement constitutes factual, objective information about Pick n Pay and nothing contained herein should be construed as
constituting any form of investment advice or recommendation, guidance or proposal of a financial nature as contemplated in the
FAIS Act in respect of Pick n Pay or any transaction in relation thereto. Pick n Pay and/or its representatives and advisors are not
(and are not required to be) Financial Services Providers as contemplated in the FAIS Act in South Africa and the contents of this
announcement must not be construed as constituting the canvassing for, or marketing or advertising of, financial services by Pick n
Pay and/or its representatives and advisors in South Africa. To the extent that any of Pick n Pay’s representatives and/or advisors,
including Rand Merchant Bank (a division of FirstRand Bank Limited), Absa Bank Limited (acting through its Corporate and
Investment Banking Division) and The Standard Bank of South Africa Limited (acting through its Corporate and Investment
Banking Division) (the “Joint Global Coordinators and Joint Underwriters”), are registered Financial Services Providers, none
of them purport to provide, market or advertise financial services to any person in respect of Pick n Pay and this announcement does
not constitute financial advice, or financial services, provided by the aforesaid to any person who is in possession of this
announcement.
Further information pertaining to the Rights Offer can be found in the Rights Offer Circular, which has been made available, subject
to applicable securities laws, on Pick n Payʼs website www.picknpayinvestor.co.za. Any decision in relation to the Rights Offer
must be made on the basis of the information contained in the Rights Offer Circular.
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.
Further, the content of this announcement should not be construed as business, legal or tax advice. It is not intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by Pick n Pay or any of the Joint Global
Coordinators and Joint Underwriters that any recipient of this announcement should acquire any of Pick n Pay’s securities. Neither
Pick n Pay nor any of the Joint Global Coordinators and Joint Underwriters is making any representation to any prospective investor
regarding the legality of an investment in Pick n Pay by such prospective investor under the laws and regulations applicable to such
prospective investor. Prospective investors should consult their own professional adviser before making any investment decision
with regard to Pick n Pay and in making an investment decision, prospective investors must rely on their own analysis, enquiry and
examination of Pick n Pay, including the merits and risks therein. All investment is subject to risk. The value of the securities offered
may go down as well as up. Past performance is no guarantee of future returns.
The contents of this announcement have not been verified by the Joint Global Coordinators and Joint Underwriters in connection
with the Rights Offer or any of their respective affiliates. Each Joint Global Coordinator and Underwriter is acting on behalf of the
Pick n Pay and no one else in connection with the Rights Offer. They will not regard any other person as their client in relation to
the Rights Offer 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 Rights Offer, the contents of this announcement or any transaction, arrangement
or other matter referred to herein. Neither the Joint Global Coordinators and Joint Underwriters, nor any of their respective directors,
officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever
for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of
the information or opinion in this announcement (or whether any information has been omitted from this announcement) or any
other information relating to Pick n Pay, its subsidiaries or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith. Accordingly, the Joint Global Coordinators and Joint Underwriters disclaim,
to the fullest extent permitted by applicable law, all and any liability, whether arising in tort, delict or contract or that they might
otherwise be found to have in respect of this announcement and/or any such statement.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the “UK Product Governance Requirements”), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the securities which are the subject of the Rights Offer have been subject to a product approval
process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market
Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the UK Product Governance
Requirements) should note that: the price of the securities may decline and investors could lose all or part of their investment; the
securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Rights Offer. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Global Coordinators and Joint Underwriters (as defined below) will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not
constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase,
or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and determining appropriate distribution channels.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”),
and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of
the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities have been subject to a
product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible
for distribution through all permitted distribution channels as are permitted by MiFID II (the “MiFID II Target Market
Assessment”). Notwithstanding the MiFID II Target Market Assessment, “distributors” (for the purposes of the MiFID II Product
Governance Requirements) should note that: the price of the securities may decline and investors could lose all or part of their
investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible
only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The MiFID II Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Offer. Furthermore, it is noted
that, notwithstanding the MiFID II Target Market Assessment, the Joint Global Coordinators and Joint Underwriters will only
procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the MiFID II
Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect
to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and
determining appropriate distribution channels.
