Wrap Text
Postponement of the general meeting in respect of the offer
PEREGRINE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number 1994/006026/06
Share Code: PGR
ISIN: ZAE000078127
(“Peregrine” or the “Company”)
POSTPONEMENT OF THE GENERAL MEETING IN RESPECT OF THE OFFER
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the combined offer circular to Peregrine shareholders, accompanied
by the prospectus in respect of Business Venture Investments No 2137 (RF) Limited (“InvestCo”),
dated Friday, 12 June 2020 (collectively, the “Offer Documents”).
1. INTRODUCTION
Peregrine Shareholders are referred to the announcement published by Peregrine on SENS and
ANS on 12 June 2020 in respect of, inter alia, the posting of the Offer Documents and notice of
the General Meeting with regard to the Offer.
2. POSTPONEMENT OF THE GENERAL MEETING
2.1 Following publication of the Offer Documents, Peregrine published its reviewed
condensed consolidated provisional results for the year ended 31 March 2020 on
Tuesday, 23 June 2020 (“FY2020 Results”). The pro forma financial effects of the Offer
on an Offer Participant who receives the Share Consideration, as previously disclosed in
the Circular, will be revised based on the FY2020 Results.
2.2 In the circumstances, in accordance with –
i. paragraph 11.56 of the JSE Listings Requirements, a supplementary circular,
including the revised pro forma financial information; and
ii. sections 100(11) and 100(12) of the Companies Act and Regulation 78, a report
published as a supplement to the InvestCo Prospectus,
(collectively, the “Supplementary Offer Documents”), are required to be provided to
Peregrine Shareholders.
2.3 The Supplementary Offer Documents are expected to be distributed to Peregrine
Shareholders by no later than Friday, 17 July 2020.
2.4 In light of the above, the Takeover Regulation Panel has required that the General
Meeting be postponed in order to provide Peregrine Shareholders with sufficient time to
consider the Supplementary Offer Documents.
2.5 In the circumstances, the Company advises Peregrine Shareholders that the General
Meeting initially proposed to be held on Tuesday, 21 July 2020, will be postponed to
Tuesday, 18 August 2020. The updated salient dates and times in respect of the General
Meeting and the Offer will be included in the Supplementary Offer Documents and the
posting announcement regarding the Supplementary Offer Documents expected to be
published by no later than Friday, 17 July 2020.
2.6 The Company does not expect that the postponement of the General Meeting will have
an impact on the dates by which the Offer Consideration (whether under the Scheme or
General Offer, assuming the relevant corporate action becomes unconditional and is
implemented in accordance with its terms) is anticipated to be settled or the expected date
on which trading of Peregrine Shares on the JSE and A2X will be terminated.
3. THE INDEPENDENT BOARD AND PEREGRINE BOARD RESPONSIBILITY STATEMENT
The Independent Board and Peregrine Board (to the extent that the information relates to
Peregrine) 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.
4. 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.
3 July 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
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: 03-07-2020 01:35:00
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