Wrap Text
Finalisation Announcement in Respect of the Scheme of Arrangement and Delisting
PREMIER FISHING AND BRANDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/018598/06)
Share code: PFB
ISIN: ZAE000247516
(“PFB” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT AND DELISTING
All capitalised terms used but not defined in this announcement shall bear the meanings ascribed to them in the Circular.
1. INTRODUCTION AND FULLFILMENT OF SCHEME CONDITIONS
Shareholders are referred to the announcement released on SENS on 5 May 2023 with regards to the distribution of the circular
and convening a general meeting of the shareholders of PFB. In the circular, PFB Shareholders were advised that PFB had
received a notification from Sekunjalo Investment Holdings Proprietary Limited of its firm intention to make an offer, as
contemplated by the Takeover Regulations, to acquire the 15,976,380 ordinary shares of PFB it does not already own (and
excluding those ordinary shares of PFB held by African Equity Empowerment Investments Limited and 3 Laws Capital South Africa
Proprietary Limited), constituting 6.14% of the issued ordinary share capital of PFB by way of a scheme of arrangement in terms of
section 114(1)(c) of the Companies Act, to be proposed by the PFB Board between PFB and the holders of PFB
shares(“Transaction”).
Shareholders are advised that all the remaining Scheme Conditions have now been fulfilled and/or waived, as applicable.
Accordingly, the Scheme has become unconditional with effect from Wednesday, 12 July 2023, and will be implemented on
Monday, 31 July 2023.
2. SALIENT DATES AND TIMES
The salient dates and times in relation to the implementation of the Scheme remain as set out in the Circular. The relevant dates
and times are repeated below for ease of reference:
Scheme Finalisation Date Announcement released on SENS on Wednesday, 12 July 2023
Scheme Finalisation Date Announcement published in the South African press on Thursday, 13 July 2023
Scheme Last Day Trade expected to be on Tuesday, 25 July 2023
Trading in PFB Shares on the JSE suspended from commencement of trade expected to be on Wednesday, 26 July 2023
Last day for Forms of Surrender and Transfer (blue) to be validly lodged by Certificated PFB
Shareholders with the Transfer Secretaries and elections to be made by CSDPs or Brokers of
Dematerialised PFB Shareholders expected to be by 12:00 on Friday, 28 July 2023
Scheme Consideration Record Date to be recorded in the Securities Register in order to
receive the Scheme Consideration expected to be on Friday, 28 July 2023
Scheme Implementation Date expected to be on Monday, 31 July 2023
Certificated Shareholders Scheme Consideration sent by EFT on Monday, 31 July 2023
Dematerialised PFB Shareholders to have their account credited with the Scheme Consideration Monday, 31 July 2023
Termination of listing of PFB Shares on the JSE at commencement of trade expected to be on Tuesday, 1 August 2023
Notes:
1. The above dates and times are subject to such changes as may be agreed to by PFB and Sekunjalo and approved by the
Takeover Panel and/or the JSE, if required.
2. PFB Shareholders should note that, as trade in PFB Shares on the JSE is settled in the electronic settlement system used by
Strate, settlement of trades takes place 3 Business Days after the date of such trades. Therefore, PFB Shareholders who
acquire PFB Shares on the JSE after Tuesday, 30 May 2023 being the last day to trade in PFB Shares so as to be recorded in
the Securities Register on the Scheme Voting Record Date, will not be entitled to vote at the General Meeting.
3. No Dematerialisation or rematerialisation of PFB Shares may take place from the commencement of business on the Business
Day following the Scheme LDT. The Scheme LDT is expected to be Tuesday, 25 July 2023.
4. All times referred to in this Circular are references to South African Standard Time.
3. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information contained in this announcement insofar as it relates to PFB and
the Scheme. To the best of the Independent Board’s knowledge and belief, the information contained in this announcement is true
and the announcement does not omit anything likely to affect the importance of the information contained herein.
The Board individually and collectively accepts full responsibility for the accuracy of the information contained in this
announcement. In addition, the Board certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not omit anything that is likely to affect the
importance of the information contained herein, and that all reasonable enquiries to ascertain such information have been made.
Cape Town
12 July 2023
Transaction Sponsor to Sekunjalo
Vunani Corporate Finance
Legal Advisor to Sekunjalo
Clyde & Co
Legal Advisor to PFB
Smith Tabata Buchanan Boyes Inc.
Sponsors to PFB
Vunani Sponsors
2
Date: 12-07-2023 01:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
