PREMIER FISHING AND BRANDS LIMITED - Update on Proposed Transaction: Scheme of Arrangement

Update on Proposed Transaction: Scheme of Arrangement

PREMIER FISHING AND BRANDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018598/06)
JSE share code: PFB
ISIN: ZAE000247516
("PFB")

and

AFRICAN EQUITY EMPOWERMENT INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/006093/06)
JSE share code: AEE
ISIN: ZAE000195731
("AEEI")



UPDATE ON PROPOSED TRANSACTION: SCHEME OF ARRANGEMENT




1. INTRODUCTION

      Shareholders are referred to the joint firm intention announcement and withdrawal of cautionary
      announcements released by AEEI and PFB on SENS on Friday, 9 December 2022 (“Firm Intention
      Announcement”) (and using the terms defined therein unless otherwise stated) relating to the offer from
      AEEI to acquire 6.14% of the issued ordinary share capital of PFB (“Offer”), from the PFB Minority
      Shareholders, for a cash consideration of R1.60 per Scheme Share by way of a scheme of arrangement
      (as contemplated in paragraph 2.1 of the Firm Intention Announcement) (“Scheme”), and the subsequent
      delisting of PFB from the securities exchange operated by the JSE (the Scheme and the delisting are
      collectively referred to as the “Proposed Transaction”).


2. UPDATE ON THE PROPOSED TRANSACTION

   AEEI and PFB released an update joint announcement on 13 January 2023 (“Update Announcement”),
   updating shareholders on the distribution of the joint circular in respect of the Proposed Transaction
   (“Circular”). Shareholders were advised that a further announcement would be made updating
   shareholders on the distribution of the Circular as it was not distributed on Monday, 9 January 2023 as
   indicated in the Firm Intention Announcement.

   Subsequent to the Update Announcement, the JSE Limited (“JSE”) has advised AEEI that the Proposed
   Transaction constitutes a related party transaction for AEEI in terms of section 10 of the JSE Listings
   Requirements (“JSE Opinion”).
   The JSE Opinion, if given effect to, will have a material impact on the timetable of the Proposed
   Transaction and will result in a significant delay in the implementation thereof. Apart from additional
   transaction costs that will be incurred, the delay will also introduce pricing and implementation risks in
   relation to the Proposed Transaction.

   Accordingly, AEEI considered and determined that it would be prudent to substitute AEEI with Sekunjalo
   Investment Holdings Proprietary Limited (“Sekunjalo”) as offeror under the Proposed Transaction
   (“Substitution”). Sekunjalo is the holding company of AEEI and, therefore, the concert parties under the
   Proposed Transaction will remain unchanged. AEEI will therefore no longer acquire any PFB shares in
   terms of the Proposed Transaction.

   The Independent Board of PFB has agreed to the Substitution, subject to the approval of the Takeover
   Regulation Panel. If so approved, a revised Firm Intention Announcement with Sekunjalo as the offeror
   under the Proposed Transaction will be published on SENS in due course.


3. PFB INDEPENDENT BOARD RESPONSIBILITY STATEMENT

   The Independent Board of PFB accepts responsibility for the information contained in this announcement
   insofar as it relates to details in respect of PFB and the Offer. To the best of the PFB Independent Board’s
   knowledge and belief, the information contained in this announcement is true and this announcement does
   not omit anything likely to affect the importance of the information.


4. AEEI RESPONSIBILITY STATEMENT

   AEEI accepts responsibility for the information contained in this announcement insofar as it relates to
   details in respect of AEEI and the Offer. To the best of AEEI’s knowledge and belief, the information
   contained in this announcement is true and this announcement does not omit anything likely to affect the
   importance of the information.



 CAPE TOWN
 9 February 2023



 LEGAL ADVISER TO AEEI
 Clyde & Co Inc.


 JOINT SPONSORS TO AEEI
 Vunani Capital Sponsors
 Merchantec Capital
 

 LEGAL ADVISER TO PFB
 Smith Tabata Buchanan Boyes Inc.


 SPONSOR TO PFB
 Vunani Capital Sponsors

Date: 09-02-2023 02:30:00
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