The CEO of Pepkor, Pieter Erasmus, has sold shares in the group with a total value of R531.3 million.
The transactions were affected across three days in early February.
In total, Erasmus sold 20 million shares in the retailer, at prices of between R26.10 and R27.27 per share.
The shares were sold by an associate of Erasmusâs, Vista Treasury, which says the transactions were âpart of its periodic process to re-balance its investment portfolioâ.
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A set of complex transactions
These shares were acquired in a number of complex transactions by Vista as part of the Steinhoff (now Ibex) global settlement concluded in 2022. Until this sale, Vista held 60 million shares in the retailer.
As part of that settlement, in the 2024 financial year, Vista subscribed for 12 Class A ordinary shares of no-par value in an entity called Ainsley, for a total subscription price of R120 million.
Vista and Ainsley âalso concluded a security cession and pledge agreement, in terms of which Ainsleyâs provided security to Vista for its obligations under and in connection with the Class A ordinary shares and the subscription [/pledge] agreementâ.
Pledge agreement
On 28 March 2025, Pepkor says it was informed that âVista became entitled to require Ainsley to make a distribution, which, if not effected in accordance with the terms of the Class A ordinary shares, would entitle Vista to exercise its rights under the pledge agreementâ.
Vista exercised its rights under that agreement and subsequently took transfer of 60 million shares in Pepkor from Ainsley in early April.
Ainsley then informed Pepkor that it had begun legal proceedings to âchallenge Vistaâs position regarding this matterâ.
Settlement reached
A settlement was reached in August last year where Vista agreed to return the shares to Ainsley. It then acquired these from Ainsley at R27.096 per share with the holding equating to 1.6% of Pepkorâs current shares in issue.
It stresses that these shares are not held directly by Erasmus.
In late September, Vista acquired 12 billion ordinary shares in an entity called Business Venture Investments No 1499 (BVI). It paid R482.4 million for the 88.28% stake in BVI and settled this by transferring 20 million Pepkor shares (at a value of R24.12 per share) to BVI.
Vistaâs total interest in Pepkor (60 million shares) did not change; only the structure of the holding changed.
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Call options
Also as part of the Steinhoff settlement, another Erasmus associate, Trevo Capital, was granted call options to purchase 120 million Pepkor shares at a strike price of R24.9215 per share.
These options were disclosed prior to Erasmus being appointed to the board in early 2022 (he was appointed CEO in October of that year) and were exercisable during 2025.
Pepkor says the options were cancelled in the 2024 financial year (ending 30 September). It says they were valued at zero during the previous financial year, given that the share price was well below R20 for most of it.
Pepkor says that subsequent to these recent sales, Vistaâs âindirect interest in Pepkor amounts to 40 million sharesâ.
At the current share price of R26.17, this stake is valued at R1.05 billion.
Share rights
As part of the groupâs long-term incentive scheme, Erasmus also holds 2.416 million share rights.
These were awarded in 2024 and 2025 and have conditional vesting dates of March 2027 and March 2028 respectively.
The 1.4 million share rights awarded in 2024 had a reported value then of R26.33 million.
The one million share rights awarded in March 2025 had a reported value of R26.05 million at the end of September.
This article was republished from Moneyweb. Read the original here.
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