PEREGRINE HOLDINGS LIMITED - Dealings in securities by directors and associates of directors of Peregrine and a subsidiary of Peregrine

Dealings in securities by directors and associates of directors of Peregrine and a subsidiary of Peregrine

PEREGRINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/006026/06)
Share code: PGR ISIN: ZAE000078127
(“Peregrine” or “the Company”)


DEALINGS IN SECURITIES BY DIRECTORS AND ASSOCIATES OF DIRECTORS OF PEREGRINE AND DIRECTORS AND AN ASSOCIATE 
OF A DIRECTOR OF A MAJOR SUBSIDIARY OF THE COMPANY


Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the joint firm intention announcement published on SENS on Friday, 13 March
2020 (“Firm Intention Announcement”).

In terms of the Firm Intention Announcement, Peregrine Shareholders were advised of the firm intention by
BidCo and InvestCo to make an offer to acquire all or a portion of the issued ordinary shares in Peregrine
(“Peregrine Shares”), excluding the Peregrine Shares held by Peregrine’s subsidiaries.

Certain Directors of the Company and of Citadel Holdings Proprietary Limited (“Citadel”), a major
subsidiary of the Company (collectively, the “Directors”), have irrevocably undertaken, in their capacities
as Peregrine Shareholders, to vote Peregrine Shares in favour of the Scheme or the General Offer, as the case
may be (“Transactions”) and, if the Transactions are implemented, to dispose of Peregrine Shares for the
Offer Consideration being either a cash consideration of R21.00 per Peregrine Share (“Cash
Consideration”) or a share consideration priced at R17.40 per Peregrine Share in terms of which Peregrine
Shareholders will receive one A or B ordinary share in InvestCo (“Share Consideration”).

The following information pertaining to the Transactions is hereby disclosed to Peregrine Shareholders in
terms of paragraphs 3.63 to 3.66 of the JSE Listings Requirements:

Name of director:                                               Sean Melnick
Name of company of which he is a director:                      Peregrine
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           881
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R18 501.00
Nature and extent of directors’ interest:                       Direct beneficial
On-market/off-market:                                           N/A

Name of associate:                                              Melco Investments Ltd (“Melco”)
Name of director and relationship to associate:                 Sean Melnick – Melco is a 100% held
                                                                subsidiary of the Level 9 Trust, of which
                                                                Sean Melnick is a beneficiary
Name of company of which he is a director:                      Peregrine
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           11 562 002
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R242 802 042.00
Nature and extent of directors’ interest:                       Indirect beneficial
On-market/off-market:                                           N/A

Name of director:                                               Robert Eric Katz
Name of company of which he is a director:                      Peregrine
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           167 168
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R3 510 528.00
Nature and extent of directors’ interest:                       Direct beneficial
On-market/off-market:                                           N/A

Name of associate:                                              The Robert and Dawn Katz Family Trust
                                                                (the “Trust”)
Name of director and relationship to associate:                 Robert Eric Katz, who is a trustee and a
                                                                discretionary beneficiary of the Trust
Name of company of which he is a director:                      Peregrine
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           1 135 459
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R23 844 639.00
Nature and extent of directors’ interest:                       Indirect beneficial
On-market/off-market:                                           N/A

Name of associate:                                              The Amber Trust
Name of director and relationship to associate:                 Pauline Goetsch, who is a beneficiary of
                                                                the Amber Trust
Name of company of which she is a director:                     Peregrine
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           2 965 830
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R62 282 430.00
Nature and extent of directors’ interest:                       Indirect beneficial
On-market/off-market:                                           N/A

Name of director:                                               Andrew Pierre Moller
Name of company of which he is a director:                      Peregrine
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           661 887
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R13 899 627.00
Nature and extent of directors’ interest:                       Direct beneficial
On-market/off-market:                                           N/A

Name of director:                                               Petrus Arnoldus Swart
Name of company of which he is a director:                      Citadel
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           1 174 797
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R24 670 737.00
Nature and extent of directors’ interest:                       Direct beneficial
On-market/off-market:                                           N/A

Name of director:                                               Ian Bishop
Name of company of which he is a director:                      Citadel
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           681 603
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R14 313 663.00
Nature and extent of directors’ interest:                       Direct beneficial
On-market/off-market:                                           N/A

Name of director:                                               Jacob Duvenage
Name of company of which he is a director:                      Citadel
Transaction date:                                               13 March 2020
Class of securities:                                            Ordinary shares
Number of securities:                                           550 000
Price per security:                                             the Offer Consideration
Total value of transaction (assuming the Cash Consideration):   R11 550 000.00
Nature and extent of directors’ interest:                       Direct beneficial
On-market/off-market:                                           N/A

18 March 2020


Joint sponsor
Java Capital

Joint sponsor
Deloitte & Touche Sponsor Services (Proprietary) Limited


Date: 18-03-2020 04:45:00
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