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Fulfilment of conditions precedent to disposal of PPC Lime and PPC Aggregate Quaries Botswana
PPC Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1892/000667/06)
ISIN: ZAE000170049
Share Code: PPC ZSE code: PPC
(“PPC” or the “Company” or the “Group”)
FULFILLMENT OF CONDITIONS PRECEDENT IN RELATION TO THE DISPOSAL OF PPC LIME
LIMITED AND PPC AGGREGATE QUARRIES BOTSWANA PROPRIETARY LIMITED
1. INTRODUCTION
Shareholders of the Company (“Shareholders”) are referred to the announcement released on the
Stock Exchange News Service (“SENS”) on 3 May 2021 titled ‘PPC Disposal of PPC Lime Limited and
Withdrawal of Cautionary Announcement’ and the announcement released on SENS on 8 June 2021
titled ‘Trading Statement and Sale of PPC Aggregate Quarries Botswana Proprietary Limited’ wherein
Shareholders were advised of the sale of PPC Lime Limited (“PPC Lime Disposal”) and PPC Aggregate
Quarries Botswana Proprietary Limited (“PPC AQB Disposal”).
2. PPC LIME DISPOSAL
In terms of the PPC Lime Disposal, PPC South Africa Holdings Proprietary Limited, a wholly-owned
subsidiary of the Company, entered into transaction agreements with Kgatelopele Lime Proprietary
Limited (“Kgatelopele Lime”), to dispose of the entire issued share capital of PPC Lime (the
“Divestment”). The Divestment was subject to the fulfilment of, inter alia, the following conditions
precedent (“Divestment Conditions”) by 31 December 2021:
- Approval of the Divestment by the relevant competition authorities in terms of the Competition
Act, Act 89 of 1998;
- Consent of the Minister of Mineral Resources and Energy in terms of section 11 of the Minerals
and Petroleum Resources Development Act, Act 28 of 2002;
- Written proof being obtained to the satisfaction of PPC and the Department of Mineral Resources
and Energy that Kgatelopele has made financial provision in respect of the rehabilitation liability
of PPC Lime; and
- Exemption being granted in terms of section 119(6) of the Companies Act, Act 71 of 2008 from
the application of Parts B and C of Chapter 5 of the Companies Act and the Takeover Regulations
with respect to the implementation of the Divestment.
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3. PPC AQB DISPOSAL
In terms of the PPC AQB Disposal a binding sale and purchase agreement was entered into between
PPC Botswana Proprietary Limited (a wholly-owned subsidiary of PPC) and a construction and mining
company in Botswana, to sell PPC's 100% shareholding in PPC AQB.
4. FINALISATION
The board of directors of PPC is pleased to announce that the last of the Divestment Conditions was
met on 17 September 2021 and the last of the conditions precedent relating to the sale of PPC AQB
was met on 15 September 2021.
The net proceeds from the sale of PPC Lime and the proceeds from the sale of PPC AQB, both of which
are subject to adjustment, will be applied to de-gear PPC’s South African balance sheet.
5. PPC RESTRUCTURING AND REFINANCE PROJECT
The completion of the sale of PPC Lime and PPC AQB is an important and positive step in the ongoing
capital restructuring and refinancing project. Shareholders are advised that the Company expects to
release a further update on the restructuring and refinancing project as well as a trading update on or
about 29 September 2021.
Sandton
20 September 2021
PPC sponsor
Sasfin Capital
A member of the Sasfin Group
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Date: 20-09-2021 07:30:00
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