Wrap Text
Posting of offer documents, notice of general meeting, salient dates and times, updated opinions
PEREGRINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/006026/06)
Share code: PGR
ISIN: ZAE000078127
(“Peregrine”)
POSTING OF THE OFFER DOCUMENTS, NOTICE OF GENERAL MEETING, SALIENT DATES AND TIMES, UPDATED OPINIONS AND RECOMMENDATIONS,
FURTHER IRREVOCABLE SUPPORT FOR THE OFFER, REVISED PRO FORMA FINANCIAL EFFECTS AND SUPPLEMENTARY INFORMATION
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 by Peregrine on SENS and the
A2X news services (“ANS”) on 13 March 2020 (“FIA”).
1. INTRODUCTION
1.1 Peregrine Shareholders are referred to the FIA and the subsequent announcements pertaining to the
Offer, published on SENS and ANS on 18 March 2020, 7 April 2020 and 15 April 2020.
1.2 In terms of the FIA, Peregrine Shareholders were advised of the firm intention by BidCo and
InvestCo to make two separate but concurrent offers, comprising the Scheme and General 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 (“Offer Shares”), (collectively, the “Offer”).
Simultaneously with the Offer, the Delisting would be proposed to Peregrine Shareholders.
2. POSTING OF THE OFFER DOCUMENTS
2.1 Peregrine Shareholders are advised that the Circular accompanied by the Prospectus (collectively,
the “Offer Documents”) have been posted to Peregrine Shareholders today, 12 June 2020. The
Offer Documents are also available on Peregrine’s website:
www.peregrine.co.za/News/Article/337 in respect of the Circular and
www.peregrine.co.za/News/Article/338 in respect of the Prospectus.
2.2 To obtain a thorough understanding of the Offer and the Delisting, Peregrine Shareholders
are advised to refer to the full terms and conditions pertaining thereto, as set out in the Offer
Documents.
3. GENERAL MEETING
3.1 The general meeting of Peregrine Shareholders will be held, subject to the Company’s
determination in terms of paragraph 3.2 below or any postponement or adjournment thereof, in the
Company’s main boardroom, 5th Floor, 1 Park Lane, Wierda Valley, Sandown, Sandton, 2196 at
10:00 on Tuesday, 21 July 2020 (“General Meeting”), to consider and if deemed fit, pass the
resolutions required to approve the Offer and the Delisting, with or without modification, as set out
in the notice convening the General Meeting incorporated into the Circular (“Notice of General
Meeting”).
3.2 The General Meeting is expected to be held in person; however, as a result of the restrictions
associated with the COVID-19 pandemic, Peregrine Shareholders or their proxies may be
prevented from attending the General Meeting in person. In such circumstances, Peregrine may
determine, by way of notice to Peregrine Shareholders published on SENS, ANS and in the South
African press by no later than 10 business days prior to the General Meeting, that the General
Meeting will take place entirely by electronic means and/or that Peregrine Shareholders or their
proxies will be entitled to vote /electronically, which notice will include details and instructions in
respect of such arrangements.
4. ELECTION IN RESPECT OF THE OFFER CONSIDERATION
4.1 An Eligible Shareholder shall be entitled to, in respect of the Offer Shares held by it (if the Scheme
becomes operative) or in respect of the Offer Shares Tendered by it (if the General Offer is
implemented), Elect to receive:
4.1.1 the Cash Consideration in respect of all of the Offer Shares held by it; or
4.1.2 the Share Consideration, in the form of InvestCo A Shares and/or InvestCo B Shares, in
respect of all of the Offer Shares held by it; or
4.1.3 the Cash Consideration in respect of some of the Offer Shares held by it and the Share
Consideration, in the form of InvestCo A Shares and/or InvestCo B Shares, in respect of
the balance of the Offer Shares held by it.
4.2 Detailed instructions as to how Eligible Shareholders are able to exercise the Election, and the
consequences of failing to do so, are contained in the Circular.
4.3 Once an Eligible Shareholder has made an Election in respect of the Scheme and/or the
General Offer or communicated its Election to the transfer secretaries of the Company
(“Transfer Secretaries”), through its broker or central securities depository participant
(“CSDP”), such Election will be final and the Eligible Shareholder will not be entitled to
withdraw or change its Election without the prior consent of the Offerors. In the circumstances,
after making such an Election, the Eligible Shareholder will not be able to
dematerialise/rematerialise and/or trade in the relevant Offer Shares.
4.4 Elections in respect of the Offer Consideration must be communicated to the Transfer Secretaries by
12:00 on the Scheme Record Date (as defined below), in respect of the Scheme, and by 12:00 on the
General Offer Closing Date (as defined below), in respect of the General Offer.
4.5 A foreign Shareholder who is resident or located in certain restricted jurisdictions outside of South
Africa as set out in the Circular, shall be deemed to have Elected the Cash Consideration in respect of
all of the Offer Shares held and/or Tendered by it, subject to certain exceptions set out in the Circular.
5. SALIENT DATES AND TIMES
2020
Last practicable date prior to the finalisation of the Offer Documents
(“Last Practicable Date”), on Friday, 22 May
Record date to determine which Peregrine Shareholders are entitled to
receive the Offer Documents, on Friday, 5 June
Publication of the Offer Documents to Peregrine Shareholders, on Friday, 12 June
Notice of publication of the Offer Documents and the Notice of General
Meeting published on SENS and ANS, on Friday, 12 June
General Offer opening date at 09:00, on Monday, 15 June
Notice of publication of the Offer Documents and the Notice of
General Meeting published in the South African press, on Monday, 15 June
Last day to trade in Peregrine Shares in order to be recorded in the
Company’s securities register of Peregrine Shareholders (“Register”)
and thereby be eligible to attend, speak and vote at the General Meeting
(“General Meeting LDT”) (refer to notes 4 and 5), on Tuesday, 7 July
Date on which a Peregrine Shareholder must be recorded in the
Register in order to be eligible to attend, speak and vote at the General
Meeting (“General Meeting Record Date”), on Friday, 10 July
Forms of proxy to be received by the Transfer Secretaries by 10:00
(refer to notes 6, 7 and 8), on Friday, 17 July
Last date and time for Peregrine Shareholders to give notice to
Peregrine objecting to the Scheme Resolution in terms of section 164
of the Companies Act by 10:00, on Tuesday, 21 July
General Meeting to be held at 10:00, on Tuesday, 21 July
Results of the General Meeting published on SENS and ANS, on Tuesday, 21 July
Results of the General Meeting published in the South African press,
on Wednesday, 22 July
If the Scheme is approved:
Last date on which Peregrine Shareholders who voted against the
Scheme Resolution can require Peregrine to seek court approval for the
Scheme in terms of section 115(3)(a) of the Companies Act (if
applicable), on Tuesday, 28 July
Last date on which Peregrine Shareholders who voted against the
Scheme Resolution can make application to court in terms of section
115(3)(b) of the Companies Act (if applicable), on Tuesday, 4 August
Last date for Peregrine to send notice of adoption of the Scheme
Resolution in terms of section 164(4) of the Companies Act to Peregrine
Shareholders who provided written notice of objection of, and
subsequently voted against, the Scheme Resolution, on Tuesday, 4 August
Expected last date for Dissenting Shareholders to exercise their
Appraisal Rights (refer to note 9), on or about Wednesday, 2 September
If the Scheme becomes unconditional (refer to note 10):
Finalisation announcement expected to be published on SENS and ANS,
on or about Monday, 7 September
Expected date of lodging an application for the termination of listing of
the Peregrine Shares on the JSE and A2X, on or about Monday, 7 September
Finalisation announcement expected to be published in the South
African press, on or about Tuesday, 8 September
Expected last day to trade in Peregrine Shares in order to be recorded
in the Register to be eligible to participate in the Scheme (“Scheme
LDT”) (refer to notes 4 and 5), on or about Tuesday, 15 September
Expected suspension of listing of Peregrine Shares at the
commencement of trade on the JSE and A2X, on or about Wednesday, 16 September
Expected date by which a Peregrine Shareholder is required to make an
Election by 12:00, on or about Friday, 18 September
Expected date on which a Peregrine Shareholder must be recorded in
the Register in order to be eligible to participate in the Scheme
(“Scheme Record Date”), on or about Friday, 18 September
Expected date on which the Scheme becomes operative and on which
the Offer Consideration becomes payable to Scheme Participants, on or
about Wednesday, 23 September
Expected date of the termination of listing of Peregrine Shares on the
JSE and A2X at the commencement of trade, on or about Friday, 25 September
If the Scheme is not approved and the General Offer is
implemented (refer to note 11):
Finalisation announcement expected to be published on SENS and ANS,
on or about Friday, 11 September
Expected date of lodging an application for the termination of listing of
the Peregrine Shares on the JSE and A2X, on or about Friday, 11 September
Finalisation announcement expected to be published in the South
African press, on or about Monday, 14 September
Expected last day to trade in Peregrine Shares in order to be eligible to
participate in the General Offer (“General Offer LDT”) (refer to notes
4 and 5), on or about Tuesday, 29 September
Expected suspension of listing of Peregrine Shares at the
commencement of trade on the JSE and A2X, on or about Wednesday, 30 September
Expected closing date for the General Offer at, and date by which a
Peregrine Shareholder is required to make an Election by 12:00
(“General Offer Closing Date”), on or about Friday, 2 October
Expected date on which a Peregrine Shareholder must be recorded in the
Register in order to participate in the General Offer, on or about Friday, 2 October
Expected date on which the General Offer is implemented and on
which the Offer Consideration becomes payable to General Offer
Participants, on or about Wednesday, 7 October
Expected date of the termination of listing of the Peregrine Shares on
the JSE and A2X at the commencement of trade, on or about Thursday, 8 October
Notes:
1. All of the dates and times set out in this announcement are subject to change, with the approval
of the JSE and the Takeover Regulation Panel, if required. Furthermore, the Offerors reserve
the right to extend the General Offer as envisaged in Regulation 103. Any change in the dates and
times will be published on SENS, ANS and in the South African press.
2. The dates and times in this announcement have been determined based on certain assumptions
regarding the date by which certain regulatory approvals will have been obtained and that Peregrine
Shareholders will not exercise their rights in terms of section 115(3) of the Companies Act.
3. All times given in this announcement are local times in South Africa.
4. Peregrine Shareholders should note that since trades in Peregrine Shares are settled in the electronic
settlement system used by Strate Proprietary Limited, settlement of trades will take place 3 business
days after such trade, therefore, persons who acquire Peregrine Shares after the General Meeting LDT,
namely, Tuesday, 7 July 2020, will not be entitled to attend, speak and vote at the General Meeting,
but may nevertheless:
- if the Scheme becomes operative, participate in the Scheme, provided that they acquire the
Peregrine Shares on or prior to the Scheme LDT; and
- if the General Offer is implemented, participate in the General Offer, provided that they acquire
the Peregrine Shares on or prior to the General Offer LDT.
5. No dematerialisation or rematerialisation of Peregrine Shares may take place:
- on or after the business day following the General Meeting LDT until the business day following
the General Meeting Record Date; and
- on or after the business day following the Scheme LDT (if applicable); or
- on or after the business day following the General Offer LDT (if applicable).
6. Dematerialised Peregrine Shareholders, other than those with “own name” registration, must provide
their broker or CSDP with their instructions for voting at the General Meeting by the cut-off date and
time stipulated by their broker or CSDP in terms of their respective custody agreements.
7. Any form of proxy not delivered to the Transfer Secretaries by the stipulated date and time may be
delivered to the chairman of the General Meeting (or any adjournment or postponement thereof)
before such Peregrine Shareholder’s voting rights are exercised at the General Meeting (or any
adjournment or postponement thereof).
8. If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
9. Peregrine Shareholders who wish to exercise their Appraisal Rights are referred to annexure 23 to the
Circular.
10. The dates pertaining to the Scheme have been determined on the assumption that the Scheme will
become unconditional by Friday, 4 September 2020 and that Peregrine Shareholders will not exercise
their rights in terms of section 115(3) of the Companies Act. The actual dates will be confirmed
following the conclusion of the General Meeting or in the finalisation announcement once the Scheme
becomes unconditional.
11. The dates pertaining to the General Offer have been determined on the assumption that the General
Offer will become unconditional by Friday, 11 September 2020. The actual dates will be confirmed
following the conclusion of the General Meeting or in the finalisation announcement once the General
Offer becomes unconditional.
6. UPDATED INDEPENDENT EXPERT REPORT, OPINIONS AND RECOMMENDATIONS
6.1 Independent Expert Opinion
6.1.1 Peregrine Shareholders are referred to the Preliminary Independent Expert Report
mentioned in the FIA and are hereby advised that the Circular contains an updated final
Independent Expert report (“Updated Independent Expert Report”) wherein the
Independent Expert performed a valuation of the Offer Shares and InvestCo Shares and
provided its opinion to the Independent Board and the Peregrine Board, in accordance with
Regulation 90, paragraph 1.15(d) and Schedule 5 of the JSE Listings Requirements and
paragraph 4.14.3.3 of the A2X Requirements.
6.1.2 In terms of the Updated Independent Expert Report, the Independent Expert is of the
opinion that (i) the Offer and the Offer Consideration are fair and reasonable and (ii) the
General Offer is fair to Eligible Shareholders (“Independent Expert Opinion”).
6.2 Independent Board Opinion and Recommendation
6.2.1 After due consideration of the Updated Independent Expert Report and the Independent
Expert Opinion, the Independent Board (i) is of the opinion that the Offer and Offer
Consideration are fair and reasonable; and (ii) unanimously recommends that Peregrine
Shareholders vote in favour of the ordinary resolution and special resolutions
(“Resolutions”) to be proposed at the General Meeting and accept the General Offer
(“Independent Board Recommendation”).
6.2.2 The Independent Board Recommendation is not and should not be construed as investment
advice and the Independent Board makes no recommendation in respect of the Election to
be made by Offer Participants in respect of the Offer Consideration. Each Peregrine
Shareholder should consider the full contents of the Circular and the Prospectus in the
context of its own circumstances, risk profile and liquidity requirements to inform a
decision to Elect either the Cash Consideration or the Share Consideration and, where
appropriate, should seek independent advice in relation to such Election.
6.3 Peregrine Board Opinion and Recommendation
6.3.1 The Peregrine Board, after due consideration of the Updated Independent Expert Report and
the Independent Expert Opinion, is of the opinion that the General Offer is fair to Eligible
Shareholders and recommends that Peregrine Shareholders vote in favour of the Resolutions
to be proposed at the General Meeting and accept the General Offer.
6.3.2 All of the Peregrine directors, who hold a beneficial interest, directly or indirectly, in
Peregrine Shares, have indicated that they will vote in favour of the Resolutions at the
General Meeting and accept the General Offer.
7. FURTHER IRREVOCABLE SUPPORT FOR THE OFFER
7.1 Peregrine Shareholders were advised in the FIA that support for the Offer in the form of
irrevocable undertakings had been obtained from Peregrine Shareholders who represented 37.8% of
the Offer Shares and that Peregrine Shareholders who collectively hold 6 920 610 Offer Shares had
irrevocably undertaken to elect to receive the Share Consideration.
7.2 Since the publication of the FIA, the Offerors have obtained additional irrevocable undertakings
from Peregrine Shareholders, in terms of which (i) Peregrine Shareholders who represent an
additional 8.5% of the Offer Shares have undertaken to support the Offer; and (ii) Peregrine
Shareholders who represent at least a further 2 610 898 Offer Shares have undertaken to elect to
receive the Share Consideration. The aforementioned figures include movements in the
shareholding of Peregrine Shareholders that provided irrevocable undertakings prior to publication
of the FIA.
7.3 As at the Last Practicable Date, the total irrevocable undertaking support from Peregrine
Shareholders for the Offer represents 46.3% of the Offer Shares and a total of at least 9 531 508
Offer Shares will elect to receive the Share Consideration.
8. REVISED PRO FORMA FINANCIAL EFFECTS OF THE OFFER ON AN OFFER PARTICIPANT
8.1 Peregrine Shareholders are referred to the FIA, which included the pro forma financial effects of the
Offer on an Offer Participant who receives the Share Consideration. The pro forma financial effects
have been adjusted for revised assumptions as set out in annexures 3 and 4 to the Circular.
8.2 The paragraphs and table below set out the pro forma financial effects of the Offer on an Offer
Participant who receives the Share Consideration, as extracted from paragraph 42 of the Circular.
8.3 The pro forma financial effects have been prepared for illustrative purposes only in order to
provide information on how the Offer may affect the financial performance and position of an
Offer Participant who receives the Share Consideration, by illustrating the effect thereof on the
basic and diluted earnings per share (“EPS”) and basic and diluted headline earnings per share
(“HEPS”) for both continuing and discontinued operations and the net asset value per share
(“NAVPS”) and tangible net asset value per share (“TNAVPS”) of an Offer Share that an Offer
Participant will be exchanging for the EPS, HEPS, NAVPS and TNAVPS per one InvestCo A
Share or one InvestCo B Share, presented separately for an InvestCo A Share and an InvestCo B
Share.
8.4 Consequently, the pro forma financial effects of the Offer on an Offer Participant reflects a
comparison of (i) the financial information extracted and/or derived from Peregrine’s condensed
consolidated unaudited interim financial statements for the 6 (six) months ended
30 September 2019, as adjusted (further details of which are contained in annexure 3 to (the)
Circular) (“Peregrine Pro Forma Financial Effects”) and (ii) the financial information extracted
and/or derived from InvestCo’s audited financial statements as at 31 March 2020, adjusted for the
Offer (further details of which are contained in annexure 4 to (the) Circular) (“InvestCo Pro
Forma Financial Effects”), by multiplying the InvestCo Pro Forma Financial Effects by the
exchange ratio of one InvestCo Share for every one Offer Share, to provide the pro forma financial
effects of the Offer on an Offer Participant who receives the Share Consideration.
8.5 The pro forma financial effects have been prepared to illustrate the effect of the Offer on an Offer
Participant who receives the Share Consideration, had the Offer been implemented on 1 April 2019
for purposes of EPS and HEPS and on 30 September 2019 for purposes of NAVPS and TNAVPS.
8.6 The pro forma financial effects set out below are the responsibility of the directors of Peregrine,
InvestCo and BidCo.
8.7 The pro forma financial effects are provided for illustrative purposes only and because of their
nature, may not fairly represent the financial performance and position of an Offer Participant after
the implementation of the Offer.
8.8 The pro forma financial effects have been prepared in accordance with International Financial
Reporting Standards (“IFRS”), the Guide on Pro forma Financial Information issued by the South
African Institute of Chartered Accountants, the JSE Listings Requirements and the Regulations.
8.9 The pro forma financial effects have been presented in respect of the following scenarios:
8.9.1 Scenario 1: Offer Participants Elect to receive the Share Consideration in respect of
30 000 000 (thirty million) Offer Shares (being the Minimum Share Consideration
Election).
8.9.2 Scenario 2: Offer Participants Elect to receive the Share Consideration in respect of
40 327 465 (forty million three hundred and twenty seven thousand four hundred and
sixty five) Offer Shares (being the maximum Share Consideration Elections that may be
received before the Deemed Cash Election calculation is applied).
8.10 The independent reporting accountants’ assurance report on the pro forma financial effects on an
Offer Participant is set out in annexure 5 to (the) Circular.
Pro forma financial effects of the Offer on an Offer Participant who receives the Share Consideration
Peregrine Peregrine After the Offer After the Offer
reported after the Scenario 1 Scenario 2
adjustmen InvestCo InvestCo Percentage Percentage InvestCo InvestCo Percentage Percentage
ts, before A Share B Share change in change in A Share B Share change in change in
the Offer respect of an respect of an respect of an respect of an
InvestCo A InvestCo B InvestCo A InvestCo B
Share Share Share Share
Reported Pro forma Pro forma Pro forma % % Pro forma Pro forma % %
Notes 1 2 3 4 5 3 4 5
Basic and diluted EPS 77.8 100.3 (54.41) (54.41) (154.25%) (154.25%) (52.78) (52.78) (152.62%) (152.62%)
? Continuing operations (cents) 78.0 64.0 (54.41) (54.41) (185.02%) (185.02%) (52.78) (52.78) (182.47%) (182.47%)
? Discontinued operations (cents) (0.2) 36.3 - - - - - - - -
Basic and diluted HEPS 77.8 63.8 (54.41) (54.41) (185.29%) (185.29%) (52.78) (52.78) (182.72%) (182.72%)
? Continuing operations (cents) 78.0 64.0 (54.41) (54.41) (185.02%) (185.02%) (52.78) (52.78) (182.47%) (182.47%)
? Discontinued operations (cents) (0.2) (0.2) - - - - - - - -
NAVPS (cents) 857.2 841.7 1 724.10 1 724.10 104.84% 104.84% 1 725.67 1 725.67 105.02% 105.02%
TNAVPS (cents) 579.8 628.1 1 724.10 1 724.10 174.50% 174.50% 1 725.67 1 725.67 174.74% 174.74%
Weighted average number of shares
in issue (‘000) 203 181 203 181 30 000 17 916 40 327 17 916
Number of shares in issue (‘000)
203 181 203 181 30 000 17 916 40 327 17 916
Notes:
1. The financial information in the “Peregrine reported” column has been extracted, without adjustment, and/or derived from Peregrine’s condensed consolidated
unaudited interim financial statements for the 6 (six) months ended 30 September 2019 as published on SENS on 13 November 2019.
2. The financial information in the “Peregrine after the adjustments, before the Offer” column reflects the financial information extracted, without adjustment, from
Peregrine’s Pro Forma Financial Effects, as contained in annexure 3 to (the) Circular. Please also refer to the notes in annexure 3 to (the) Circular for details
pertaining to the Peregrine’s Pro Forma Financial Effects.
3. The financial information included in the “After the Offer” columns reflects the financial information extracted, without adjustment, from InvestCo’s Pro Forma
Financial Effects, as contained in annexure 4 to (the) Circular. Please also refer to the notes in annexure 4 to (the) Circular for details pertaining to the Peregrine
Pro Forma Financial Effects.
4. The “Percentage change in respect of an InvestCo A Share” column compares the “InvestCo A Share” column included in the “After the Offer” column with the
“Peregrine after adjustments, before the Offer” column. The Peregrine Pro Forma Financial Effects are compared to the InvestCo Pro Forma Financial Effects
on a one-for-one basis as an Offer Participant who Elects to receive the Share Consideration receives 1 (one) InvestCo Share for every 1 (one) Offer Share.
5. The “Percentage change in respect of an InvestCo B Share” column compares the “InvestCo B Share” column included in the “After the Offer” column with the
“Peregrine after adjustments, before the Offer” column. The Peregrine Pro Forma Financial Effects are compared to the InvestCo Pro Forma Financial Effects
on a one-for-one basis as an Offer Participant who Elects to receive the Share Consideration receives 1 (one) InvestCo Share for every 1 (one) Offer Share.
9. SUPPLEMENTARY INFORMATION
9.1 Peregrine Shareholders are hereby advised that the Company’s annual financial results for the
year ended 31 March 2020 (“FY2020 Results”) are expected to be published on SENS and
ANS on or about 23 June 2020.
9.2 Subsequent to the publication of the FY2020 Results, InvestCo will issue a supplementary
prospectus including updated financial information for Peregrine required in terms of
Regulation 78 in respect of the FY2020 Results. Similarly, Peregrine and the Offerors will
publish updated pro forma financial information in respect of the Offer, based on, inter alia,
the FY2020 Results, if required.
9.3 The supplementary prospectus and updated pro forma financial information, if required, will
be published prior to the General Meeting. Peregrine Shareholders will be informed via
SENS and ANS as to the availability thereof.
10. THE INDEPENDENT BOARD AND PEREGRINE BOARD RESPONSIBILITY STATEMENT
The Independent Board and Peregrine Board (to the extent that the information relates to Peregrine,
excluding the information in respect of the irrevocable undertaking support referred to in paragraph 6
above) collectively and individually accept responsibility for the information contained in this
announcement and certify that, to the best of their knowledge and belief, the information contained in
this announcement relating to Peregrine is true and this announcement does not omit anything that is
likely to affect the import of such information.
11. CAPITALWORKS, INVESTCO AND BIDCO BOARD RESPONSIBILITY STATEMENT
Capitalworks and the board of directors of InvestCo and BidCo (to the extent that the information
relates to Capitalworks, InvestCo and BidCo) collectively and individually accept responsibility for
the information contained in this announcement and certify that, to the best of their knowledge and
belief, the information contained in this announcement relating to Capitalworks, InvestCo and BidCo
is true and this announcement does not omit anything that is likely to affect the import of such
information.
12 June 2020
Joint sponsor and corporate advisor to Peregrine and the Independent Board
Java Capital
Corporate advisor to Capitalworks, InvestCo and BidCo
One Capital
Attorneys to Peregrine and the Independent Board
Werksmans
Attorneys to Capitalworks, InvestCo and BidCo
CDH
Joint sponsor to Peregrine
Deloitte
Independent Auditors and Reporting Accountants
Deloitte
Independent expert
KPMG
Disclaimer
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor
shall there be any sale of the securities described herein, in any jurisdiction, in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
such jurisdiction or without an exemption from the registration or qualification requirements under the
securities laws of such jurisdiction.
The distribution of this announcement in certain jurisdictions may be restricted by applicable law and
therefore persons in such jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
In the European Economic Area (the “EEA”), this announcement is addressed only to and directed only
at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation
(EU) 2017/1129 (“Qualified Investors”). In the United Kingdom, this announcement is being distributed
only to, and is directed only at, Qualified Investors who are: (i) persons who have professional experience
in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, and (iii) persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as “relevant persons”). This announcement
must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and
(ii) in any member state of the EEA, by persons who are not Qualified Investors. In the UK and EEA, any
investment or investment activity to which this announcement relates will be available only to (i) in the
United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will
be engaged in only with such persons.
Notice to US investors in Peregrine
The Offer relates to the shares of a South African company and is being made by means of a scheme of
arrangement provided for under South African company law. A transaction effected by means of a scheme
of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities
Exchange Act of 1934 (the “US Exchange Act”). Accordingly, the Offer is subject to the disclosure
requirements and practices applicable in South Africa to schemes of arrangement which differ from the
disclosure requirements of the US tender offer and proxy solicitation rules. The financial information
included in this announcement has been prepared in accordance with accounting standards applicable in
South Africa and thus may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted accounting principles in
the US.
If, in the future, BidCo exercises its right to implement the Offer by way of the General Offer, which is to
be made into the US, such Offer will be made in compliance with the applicable US laws and regulations,
including Section 14(e) and Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Peregrine Shares to enforce their rights and any claim arising out of
the US federal laws, since Capitalworks, BidCo, InvestCo and Peregrine are located in a non-US
jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US
holders of Peregrine Shares may not be able to sue a non-US company or its officers or directors in a non-
US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court’s judgement.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved
or disapproved of the acquisition, or determined if this announcement is accurate or complete. Any
representation to the contrary is a criminal offence in the US.
US Peregrine Shareholders also should be aware that the transaction contemplated herein may have tax
consequences in the US and, that such consequences, if any, are not described herein. US Peregrine
Shareholders are urged to consult with legal, tax and financial advisers in connection with making a
decision regarding this transaction.
Forward-looking statements
The statements contained in this announcement that are not historical facts are “forward-looking”
statements. These forward-looking statements are subject to a number of substantial risks and
uncertainties, many of which are beyond the Company’s, Capitalworks’, InvestCo’s and BidCo’s control
and actual results and developments may differ materially from those expressed or implied by these
statements for a variety of factors. These forward-looking statements are statements based on the
Company’s, Capitalworks’, InvestCo’s and BidCo’s current intentions, beliefs and expectations about
among other things, the Company’s results of operations, financial condition, prospects, growth, strategies
and the industry in which the Company operates. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on circumstances that may or may not occur in
the future. Many of these risks and uncertainties relate to factors that are beyond the Company’s,
Capitalworks’, InvestCo’s and BidCo’s ability to control or estimate precisely, such as changes in
taxation, future market conditions, currency fluctuations, the actions of governmental regulators and other
risk factors. Such risks and uncertainties could cause actual results to vary materially from the future
results indicated, expressed or implied in such forward-looking statements. The forward-looking
statements contained in this announcement speak only as of the date of this announcement and the
Company, Capitalworks, InvestCo and BidCo undertake no duty to update any of them publicly in light of
new information or future events, except to the extent required by applicable law or the JSE Listings
Requirements.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in
this announcement should be interpreted to mean that earnings per Peregrine Share for the current or
future financial years would necessarily match or exceed the historical published earnings per Peregrine
Share. Prices and values of, and income from, shares may go down as well as up and an investor may not
get back the amount invested. It should be noted that past performance is no guide to future performance.
Persons needing advice should consult an independent financial adviser.
Date: 12-06-2020 05:30:00
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