Dis-Chem Pharmacies Limited (JSE:DCP) News - Small related party transaction - availability of independent expert opinion

Dis-Chem Pharmacies Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/009766/06)
JSE share code: DCP ISIN: ZAE000227831
(“Dis-Chem” or “the Company” or “the Group”)

RELATED PARTY TRANSACTIONS – AVAILABILITY OF FAIRNESS OPINION

Shareholders are referred to the announcement released on SENS on 25 January 2022 relating to the following acquisitions
by Dis-Chem Distribution Proprietary Limited (“Dis-Chem Distribution” or “Purchaser”), a wholly-owned subsidiary of Dis-
Chem:

    •   100% of the issued share capital and claims in CT Distribution Centre Proprietary Limited (“CT Distribution Centre”),
        which company’s main asset is Erf 25271 situated at 6 La Belle Road, Stikland, Bellville, 7530, from Commercial
        Properties Holdings (“Commercial Properties”) for a cash consideration of R75,517,507. CT Distribution Centre is a
        rental property company that currently earns a monthly rental from Dis-Chem Distribution of R1,971,664 (excluding
        VAT);

    •   100% of the issued share capital and claims in KZN Warehouse Proprietary Limited (“KZN Warehouse”), which
        company’s main asset is Portion 26 of Erf 140 situated at 237 Roger Sishi Road, New Germany, from Commercial
        Properties for a cash consideration of R73,785,315. KZN Warehouse is a rental property company that currently
        earns a monthly rental from Dis-Chem Distribution of R1,252,067 (excluding VAT); and

    •   100% of the issued share capital and claims in Eleadora Proprietary Limited, which company’s main asset is Erf 1756
        and 1884 situated at 7 Fourth Street, Delmas, from Commercial Properties and Minlou Holdings Proprietary Limited
        for a cash consideration of R67,585,724. Eleadora Proprietary Limited is a rental property company that currently
        earns a monthly rental from CJ Enterprises Proprietary Limited of R494,316 (excluding VAT.

    (collectively the “Transactions”).

    As set out in the 25 January 2022 announcement, BDO Corporate Finance Proprietary Limited ("BDO") was appointed
    by the Company as the independent professional expert and has furnished the Dis-Chem board of directors with its
    opinion (“Independent Expert Opinion”) confirming that the terms of the Transactions are fair to Dis-Chem
    Shareholders. The Independent Expert Opinion was made available for inspection at Dis-Chem’s registered office, 23
    Stag Road, Midrand, 1685, for a period of 28 days from the date of this SENS announcement.

    Shareholders are further advised that the report has now also been made available on the Company’s website at
    https://thevault.exchange/?get_group_doc=6262/1644236455-DischemFairnessOpinionJSEFinal17.01.22signed.pdf
     until 21 February 2022.



Midrand
9 February 2022

Sponsor
The Standard Bank of South Africa Limited

Independent Expert
BDO Corporate Finance

Date: 09-02-2022 10:45:00
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