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Terms Annnouncment Relating to PPCs Proposed Restructuring of a Component of its First BBBEE Transaction
PPC Ltd
Incorporated in the Republic of South Africa
Registration number 1892/000667/06
JSE share code: PPC
ZSE share code: PPC
JSE ISIN ZAE000170049
(PPC or the Company)
TERMS ANNOUNCEMENT RELATING TO PPC’S PROPOSED RESTRUCTURING OF A
COMPONENT OF ITS FIRST BBBEE TRANSACTION THAT WAS IMPLEMENTED IN 2008
Highlights
PPC shareholders (Shareholders) are advised of a proposed transaction, the highlights of which are:
• the unwind of a component of PPC’s 2008 broad-based black economic empowerment (BBBEE)
transaction (First BBBEE Transaction) through the acquisition by PPC and a wholly owned
subsidiary of PPC ordinary shares (PPC Ordinary Shares) that are held directly or indirectly by
certain BBBEE trusts pursuant to the First BBBEE Transaction (Unwind Acquisition);
• a new BBBEE transaction involving the issue of PPC Ordinary Shares (PPC Phakamani Trust
Share Issue) to a new trust which has been formed for the benefit of eligible employees of PPC
group companies (PPC Phakamani Trust), which will hold 5.63% of PPC’s issued ordinary stated
capital, including treasury shares, following implementation of the proposed transaction
(Ordinary Stated Capital Post Transaction); and
• the creation of a new class of cumulative, non-participating perpetual preference shares
(Preference Shares) to be used to raise a maximum amount of R2 billion (Preference Share Issue
Programme), and involving an initial private placement to raise up to R1.4 billion in order to fund
the Unwind Acquisition (Initial Issue),
hereinafter referred to as the Transaction.
1. Introduction
The board of directors of PPC (Board) is pleased to announce the salient terms of the
Transaction on the basis and subject to the conditions set out in further detail below.
2. Rationale for the Transaction
2.1 Aligning interests of PPC’s key stakeholders: The Transaction aims to align the
interests of PPC’s key stakeholders, namely employees, shareholders and the
Department of Mineral Resources (DMR) as regulator. PPC’s mining rights are an
integral component of its operations and it is thus critical to maintain PPC’s BBBEE
shareholding in line with the 2014 equity ownership requirements of the DMR. The
Transaction entails an extension of the First BBBEE Transaction’s original 2016
maturity date to 2019, which aligns with the maturity of PPC’s second BBBEE
transaction that was implemented in 2012. The PPC Phakamani Trust Share Issue
thus secures an empowerment shareholding in PPC of 5.63% of the Ordinary Stated
Capital Post Transaction for the additional period.
The Board is of the view that the allocation of shares to PPC employees under the
PPC Phakamani Trust Share Issue will align objectives with PPC shareholders. In
addition, PPC is committed to the transformation of the South African economy
consistent with the DTI Codes of Good Practice and the Mineral and Petroleum
Resources Development Act 28 of 2002. The Board aims to continue supporting the
outgoing broad-based empowerment beneficiaries through inclusion in PPC’s
corporate social investment initiatives.
2.2 Enhancing PPC’s financial position: The funding provided to the holders of the PPC
Ordinary Shares to be acquired pursuant to the Unwind Acquisition (Unwind
Shares) pursuant to the First BBBEE Transaction is consolidated onto PPC’s
statement of financial position due to the guarantees provided by PPC in respect of
the funding, as well as PPC’s deemed control of the relevant trusts in terms of IFRS.
A portion of the proceeds raised from the Initial Issue will be applied by PPC to effect
the Unwind Acquisition. The Preference Shares will be treated as equity in terms of
IFRS, therefore PPC’s capital structure is further enhanced through the effective
replacement of debt with cost efficient permanent equity. In addition, the Preference
Shares are expected to receive a component of equity treatment from a credit rating
perspective. The reduction in gearing, coupled with the credit rating enhancement,
strengthens PPC’s financial position and improves its ability to leverage if/when
required to take advantage of future growth and/or investment opportunities.
3. General terms of the Transaction
3.1 Unwind Acquisition
3.1.1 The participants in the First BBBEE Transaction as detailed below are,
directly or indirectly, the holders of the Unwind Shares:
• PPC Black Managers Trust, a trust for the empowerment of black
managers of PPC’s South African operations;
• PPC Community Trust, a trust for the upliftment of the communities in
the regions where PPC operates and/or from which it sources its
employees in South Africa;
• PPC Construction Industry Associations Trust, a trust established for the
empowerment of construction and related industry associations and their
members;
• PPC Education Trust, a trust for the education and development of
stakeholders in cement-manufacturing, mining, construction and related
industries; and
• PPC Team Benefit Trust, a trust established for the education,
development, healthcare, wellness and other compassionate needs of the
primarily black employees of PPC's South African operations and their
immediate families.
3.1.2 Prior to the implementation of the Unwind Acquisition, the Unwind Shares
will represent, in aggregate, 5.7% of PPC’s ordinary stated capital.
3.1.3 PPC will seek authority from Shareholders for the acquisition of the Unwind
Shares for a consideration per Unwind Share of R30.10, which is based on the
30 day volume weighted average price of a PPC Ordinary Share traded on
the JSE Limited (JSE) as at the close of trading on 30 January 2014.
3.1.4 It is intended that the Unwind Acquisition will be funded, directly or
indirectly, from the proceeds of the Initial Issue. PPC will however retain the
right to consider alternative sources of cost efficient funding.
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3.1.5 The Unwind Shares that are repurchased by PPC will, pursuant to the
Unwind Acquisition, be delisted from the JSE.
3.1.6 The intention is that the proceeds of the Unwind Acquisition will be used by
the holders of the Unwind Shares to voluntarily settle a portion of the
amount outstanding under the funding advanced in respect of the First
BBBEE Transaction. It is intended that the balance of the funding outstanding
following such voluntary settlement will be settled out of the funds raised as
contemplated in paragraph 3.1.4 above.
3.2 PPC Phakamani Trust Share Issue
3.2.1 PPC will seek authority to issue 34 480 503 PPC Ordinary Shares, for cash, to
PPC Phakamani Trust in terms of a notional vendor funding (NVF)
mechanism, which will represent 5.63% of PPC’s Ordinary Stated Capital
Post Transaction.
3.2.2 PPC Phakamani Trust has been established for the purpose of, amongst other
things, subscribing for, holding and administering PPC Ordinary Shares, to
be issued to it pursuant to the Transaction (Subscription Shares), on behalf
of its beneficiaries. Eligible beneficiaries of PPC Phakamani Trust are current
or future permanent employees of South African PPC group companies,
excluding non-executive directors, employees on fixed term contracts,
independent contractors, and individuals engaged by temporary
employment services / labour brokers (Eligible Employees). Eligible
Employees who acquire vested rights in PPC Phakamani Trust upon
accepting the terms of PPC Phakamani Trust will become beneficiaries of
PPC Phakamani Trust (Employee Beneficiaries).
3.2.3 PPC Phakamani Trust will acquire its PPC Ordinary Shares through a
specific issue implemented through the PPC Phakamani Trust subscription
agreement (Subscription Agreement) and by way of a NVF mechanism. The
Subscription Shares will rank pari passu with other PPC Ordinary Shares in
issue. The Subscription Shares will be subject to restrictions and suspensions
contained in the Subscription Agreement.
3.2.4 In terms of the NVF mechanism, the Company will issue the Subscription
Shares to PPC Phakamani Trust for a subscription price of one cent per
Subscription Share and will on a repurchase date determined in accordance
with the terms of the Subscription Agreement, repurchase a certain number
of PPC Ordinary Shares held by PPC Phakamani Trust, the number of which
is calculated in accordance with a prescribed repurchase formula as set out in
the Subscription Agreement (Repurchase Formula).
3.2.5 Vesting and lock-in
PPC Phakamani Trust may not dispose of its Subscription Shares or any
other shares it holds in PPC (PPC Phakamani Trust Shares) during the
period prescribed in the Subscription Agreement (NVF Period), and its
beneficiaries may not dispose of their interest in PPC Phakamani Trust,
during the NVF Period and for a period of seven days after the NVF Period
and may not encumber the PPC Phakamani Trust Shares for a similar period.
3.2.6 Dividends and other distributions
During the NVF Period-
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3.2.6.1 an amount equal to 20% of any dividends or distributions will flow
to PPC Phakamani Trust and in turn be distributed to the Employee
Beneficiaries in proportion to their respective participation interests,
net of any administration costs and less any dividends tax; and
3.2.6.2 the balance of any dividend or distribution (being 80% of such
dividend or distribution), which would ordinarily have accrued to
PPC Phakamani Trust had the suspensions under the Subscription
Agreement not been imposed on the PPC Phakamani Trust Shares,
will be suspended and taken into account in the Repurchase
Formula.
3.2.7 Corporate Actions
3.2.7.1 The repurchase of the PPC Phakamani Trust Shares can be
accelerated by the Company in the event of a delisting of the PPC
Ordinary Shares, a change in control, or any other relevant corporate
action. If PPC in its sole discretion determines that PPC Phakamani
Trust will not enjoy an approximate benefit as a result of the
corporate event, PPC will propose adjustments to the Repurchase
Formula to ensure that PPC Phakamani Trust will enjoy an
approximate benefit.
3.2.7.2 In the event of PPC making any non-elective capitalisation award of
PPC Ordinary Shares, PPC Phakamani Trust’s right to receive 80% of
the amount of such capitalisation PPC Ordinary Shares is suspended
during the NVF Period and PPC Phakamani Trust will only be
entitled to receive 20% of the award of capitalisation PPC Ordinary
Shares.
3.2.7.3 PPC Phakamani Trust will not be entitled to participate in any rights
offers for the duration of the NVF Period and this will be taken into
account in the Repurchase Formula.
3.2.8 From the date on which the PPC Phakamani Trust Shares are repurchased in
accordance with the terms of the Subscription Agreement, the restrictions on
the PPC Phakamani Trust Shares will fall away and PPC Phakamani Trust
will be entitled to 100% of any dividends or distributions attributable to its
PPC Ordinary Shares.
3.2.9 Voting
PPC Phakamani Trust will be entitled to exercise all voting rights attached to
its PPC Ordinary Shares of which they are the registered owner, in
accordance with the instructions of the Employee Beneficiaries, until such
shares are either repurchased by PPC or transferred to the Employee
Beneficiaries, following which the new holders of such PPC Ordinary Shares
shall be entitled to exercise all voting rights attached to the shares received;
provided that such shares will not be voted until such time as the four
trustees elected by the Employee Beneficiaries have been elected.
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3.2.10 End Date
Following the repurchase of PPC Phakamani Trust Shares in accordance with
the terms of the Subscription Agreement, the PPC Phakamani Share Trust
trustees will distribute, subject to the seven days’ disposal restriction period,
the remaining PPC Phakamani Trust Shares attributable to each employee
unit to the Employee Beneficiaries. The distribution of the remaining PPC
Phakamani Trust Shares will be made to the Employee Beneficiaries in
accordance with their vested rights and in accordance with a predetermined
formula.
3.3 Transaction funding
3.3.1 It is intended that the funding required for the Unwind Acquisition will be
raised by way of the Preference Share Issue Programme, although PPC will
retain the right to consider alternative sources of cost efficient funding.
3.3.2 The Preference Share Issue Programme will, as a means of raising permanent
capital, involve the creation of 20 million Preference Shares, and issue of such
Preference Shares for a maximum aggregate amount of R2 billion, subject to
the Preference Shares being listed on the JSE.
3.3.3 The Preference Shares would comprise a class of shares as contemplated in
section 36(1)(d) of the Companies Act 71 of 2008 (Companies Act), and the
preferences, rights, limitations and other terms associated with the Preference
Shares would therefore be determined by the Board upon the issue thereof,
and would subsequently be incorporated into PPC’s memorandum of
incorporation (MOI).
3.3.4 PPC will seek authority from Shareholders for the Initial Issue for a
maximum aggregate amount of R1.4 billion to enable it to fund the Unwind
Acquisition, to settle obligations associated with the First BBBEE Transaction
and to pay related costs.
3.3.5 PPC will also seek authority from Shareholders to, if required, issue further
Preference Shares for a maximum aggregate amount of R800 million (subject
to a maximum aggregate amount for the entire Preference Share Issue
Programme of R2 billion) to take advantage of future growth and/or
investment opportunities.
3.4 Estimated economic cost
3.4.1 The economic cost of implementing the Transaction for the Company and
PPC shareholders calculated with reference to the requirements of IFRS,
including IFRS 2 (Share-based Payments) is approximately R189 million,
applicable to the PPC Phakamani Trust Share Issue.
3.4.2 This amount will be expensed over the NVF Period in line with the vesting
conditions.
3.4.3 The economic cost represents approximately 1.0% of the market
capitalisation of PPC on 6 February 2014, being the last practicable date prior
to the date of this announcement (c. R18.2 billion).
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4. Pro forma financial effects of the Transaction
The pro forma financial effects are based on the audited group results for the year ended
30 September 2013.
The PPC Group accounting policies for the year ended 30 September 2013 have been used in
preparing the pro forma financial effects, which are in compliance with International Financial
Reporting Standards (IFRS). The financial information has been prepared in compliance with
the Listings Requirements and the Companies Act. For a full understanding of PPC’s
accounting policies, which should be read in conjunction with the glossary of terms, refer to
PPC’s 2013 annual financial statements which can be found on www.ppc.co.za.
The pro forma financial effects are based on the assumption that the Initial Issue amounts to
R1 269 million (at 1 October 2012). These financial effects are the responsibility of the Board
and were prepared for illustrative purposes only and may, due to the nature thereof, not
fairly present PPC’s financial position, changes in equity, and results of its operations or cash
flows as at the relevant reporting date. They do not purport to be indicative of what the
financial results would have been, or will be, had the Transaction been implemented on a
different date.
The pro forma financial effects of the Transaction for the year ended 30 September 2013 are as follows:
Before the After the Net impact % change
For the year ended 30 September 2013 Transaction Transaction (year 1) (year 1)
Net asset value per share (cents) 293 530 237 81
Tangible net asset value per share (cents) 229 466 237 103
Earnings per share (cents) 178 170 (8) (4)
Diluted earnings per share (cents) 175 167 (8) (4)
Headline earnings per share (cents) 179 171 (8) (4)
Diluted headline earnings per share (cents) 176 168 (8) (4)
522 678
Weighted average number of shares (000) 522 678 - -
Weighted average diluted number of shares - -
(000) 530 869 530 869
Number of shares in issue (000) 605 380 612 166 6 786 1
Notes to the pro forma financial effects:
1. The PPC Ordinary Shares, based on the audited results at 30 September 2013, were used in the
calculation of EPS, diluted EPS, HEPS, diluted HEPS, NAV per PPC Ordinary Share and TNAV
per PPC Ordinary Share “Before the Transaction”.
2. The PPC Phakamani Trust is consolidated into the PPC Group in terms of IAS 27 (Consolidated
and Separate Financial Statements) as PPC is deemed to have effective control over the trust
during the NVF Period, and consequently the PPC Ordinary Shares issued to the PPC Phakamani
Trust are treated as Treasury Shares and thus do not increase the weighted average number of
PPC Ordinary Shares for EPS and HEPS calculations. These shares however, may have a potential
dilutive impact and have therefore been assessed as to whether they are potential PPC Ordinary
Shares for the purpose of calculating diluted EPS and HEPS.
3. The EPS and HEPS “After the Transaction” are based on the assumption that the Transaction was
implemented on 1 October 2012 and include the following:
3.1 Unwind Acquisition
As a result of unwinding the PPC Black Managers Trust, PPC has accelerated a non-recurring
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IFRS 2 charge of R5 million which arose on the First BEE Transaction that was still being
expensed through the income statement over the vesting period applicable to the original
issue.
3.2 Settlement of the outstanding liabilities
As a result of the settlement of the initial external funding for the First BEE Transaction, from
the net proceeds of the Initial Issue, the outstanding portion of the capitalised borrowing
transaction costs amounting to R2 million has been expensed through the income statement
and is non-recurring.
As a result of the settlement of this funding, assumed to be settled on 1 October 2012 for
illustrating these pro forma financial effects, no finance costs will be incurred in respect of the
First BEE Transaction as there are no remaining related funding obligations due by the
Group. Finance costs will therefore reduce by R133 million, which saving is of a recurring
nature.
Securities transfer tax of R1 million, which is non-recurring, arises on the settlement of the
preference share funding associated with the First BEE Transaction and has been charged to
the income statement.
3.3 PPC Phakamani Trust
A recurring IFRS 2 charge of R38 million for the year ended 30 September 2013 is expensed
through the income statement. The charge reflects the economic costs of the shares issued to
the beneficiaries of the PPC Phakamani Trust.
The income statement charge for years two to five of the Transaction approximates R38
million per annum.
3.4 Transaction costs
Non-recurring transaction costs of R15 million, excluding the fees incurred on the Initial
Issue, are charged to the income statement in terms of IAS 39 (Financial Instruments:
Recognition and Measurement).
The Initial Issue fees of R13 million are charged against equity in terms of IAS 32 (Financial
Instruments: Presentation).
3.5 Initial Issue - Preference dividend
Preference Share dividends for the period ending 30 September 2013 have been estimated at
R114 million, which has been deducted from net profit when calculating the profit
attributable to PPC Ordinary Shareholders in accordance with the provisions of IAS 33
(Earnings Per Share) when calculating EPS and HEPS.
In terms of IAS 33, the PPC Ordinary Shares issued to the PPC Phakamani Trust have a
potential dilutive impact and consequently, these PPC Ordinary Shares are being treated as
potential PPC Ordinary Shares for the purpose of calculating diluted EPS and diluted HEPS.
4. The NAV and TNAV per PPC Ordinary Share “After the Transaction” are based on the
assumption that the Transaction was implemented on 30 September 2013 and includes the
following:
4.1 Cumulative net retained earnings
The amounts listed below reflect those elements discussed in section 3 above that have a
carry-over effect on retained earnings:
• The acceleration of IFRS 2 charge relating to the PPC Black Managers Trust will reduce
(debit) retained income by R5 million.
• The R2 million charge relating to the acceleration of the outstanding capitalised portion of
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the borrowing transaction costs will reduce (debit) retained income.
• Transaction costs of R15 million relating to the unwinding of the First BEE Transaction
and the creation of PPC Phakamani Trust will result in a decrease (debit) to retained
income.
4.2 Initial Issue
In accordance with the provisions of IAS 32, the Preference Shares will be treated as equity as
the Preference Shares are only redeemable at PPC’s option and the declaration of the
dividend is at the discretion of the Board. As a result, the R1 269 million raised by the Initial
Issue, or alternative funding, is recognised in equity. Brokerage, raising fees and transaction
costs of R13 million incurred on raising the Initial Issue are charged against equity in terms of
IAS 32. These fees are not of a recurring nature.
4.3 Unwind Acquisition
Net proceeds from the Initial Issue will be used to purchase, at market value, the aggregate
27 694 473 PPC Ordinary Shares currently held by PPC Black Managers Trust and Indirect
Trust Funding SPVs and to purchase loans from SBSA to PPC Black Managers Trust and
Indirect Trust Funding SPVs to settle the outstanding liabilities with the external lenders. The
former will be reflected as a reduction (debit) to stated capital of R833 million.
Securities transfer tax of (STT) R3 million, incurred in connection with the repurchase of the
PPC Ordinary Shares, is allocated against stated capital in terms of IAS 32 and will be paid
via cash and cash equivalents. This taxation charge is non-recurring.
Consequent to PPC having provided guarantees on the funding in terms of the First BEE
Transaction and read in conjunction with IAS 27 (Consolidated and Separate Financial
Statements), PPC Black Managers Trust and the Indirect Trust Funding SPVs had previously
been consolidated into the PPC Group financial statements.
Following the settlement of the external funding by PPC Black Managers Trust and the
Indirect Trust Funding SPVs, these entities, excluding Black Managers Trust Funding SPV,
will no longer be consolidated into PPC’s statement of financial position. Consequently, the
PPC Ordinary Shares of R867 million previously treated as treasury shares will now be
treated as other issued shares thereby increasing (credit) stated capital by the same amount.
The PPC Black Managers Trust Funding SPV will continue to be consolidated as it is a wholly
owned subsidiary of PPC. Therefore, the 6 786 030 shares purchased by the PPC Black
Managers Trust Funding SPV from PPC Black Managers Trust (funded by some of the
proceeds from the Initial Issue) remain as treasury shares and will be adjusted to a new value
of R30.10 per share, being the 30 day volume weighted average price of a PPC Ordinary Share
traded on the JSE on 30 January 2014, resulting in an increase (credit) to stated capital of R8
million.
The actual split of the Black Managers Trust shares acquired by PPC and PPC Black
Managers Trust Funding SPV may be different to the split reflected in the pro forma financial
information as a result of the capital redemptions and finance costs that are still to be
incurred between 30 September 2013 and the completion of the Transaction.
Furthermore, following the deconsolidation of PPC Black Managers Trust and the Indirect
Trust Funding SPVs, other than the Black Managers Trust Funding SPV, the net impact on
retained earnings is a decrease (debit) of R47 million, being the accumulated losses of these
entities that will no longer be reflected in the consolidated statement of financial position
offset by the provision recorded against the loans advanced by PPC to Black Managers Trust
Funding SPV and the Indirect Trust Funding SPVs.
An adjustment to other reserves of R5 million is a once-off IFRS 2 charge as a consequence of
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the accelerated vesting of the unvested options relating to employee beneficiaries of the Black
Managers Trust being unwound.
4.4 Settlement of the outstanding liabilities
The net proceeds received from the Initial Issue, together with the cash and cash
equivalents held by Indirect Trust Funding SPVs will be utilised to settle part of the
outstanding funding obligations of R1 272 million, net of capitalised borrowing costs, at 30
September 2013. STT of R1 million, which is non-recurring, will be incurred on the
settlement of preference share portion of the external funding. The STT will be paid from
cash and cash equivalents.
4.5 Weighted average number of shares
The weighted average number of shares, used in the calculation of NAV and TNAV per
share, will not be impacted by the Transaction, as both the new shares issued and the shares
being cancelled are treated as treasury shares. The weighted average number of shares used
for the NAV and TNAV is 522 678 109 PPC Ordinary Shares.
For a full understanding of PPC’s Ordinary Shares and weighted average number of PPC
Ordinary Shares before the Transaction, refer to PPC’s 2013 annual financial statements
which can be found on www.ppc.co.za.
Events after the reporting date
The impact of the Safika Cement Holdings transaction, approved by the Competition
Commission on 12 December 2013, has not been included in the pro forma financial
information, as this has been prepared as at 30 September 2013. There are no other events that
occurred after the reporting date that may have a material impact on the PPC Group’s
reported results or the pro forma results for the year ended 30 September 2013 for purposes
of understanding the Transaction.
5. Conditions precedent to the Transaction and anticipated effective date
5.1 The Transaction is subject to the fulfilment of, amongst others, the following
conditions precedent:
5.1.1 the agreements relating to the Transaction becoming unconditional in
accordance with their respective terms;
5.1.2 PPC raising funding of at least R1.2 billion through (i) the Initial Issue in
terms of the Preference Share Issue Programme, and/or (ii) alternative
funding;
5.1.3 PPC receives confirmation from the DMR, to PPC’s satisfaction, that, in
principle, it approves the Transaction;
5.1.4 receipt from the Takeover Regulation Panel of a compliance certificate in
respect of the Unwind Acquisition;
5.1.5 each of the PPC shareholder resolutions applicable to the Transaction having
been duly adopted at the PPC shareholders meeting;
5.1.6 in the event that the provisions of section 115(2)(c) of the Companies Act
become applicable:
5.1.6.1 the approval of the resolution in respect of the Unwind Acquisition
and/or the PPC Phakamani Trust Shares repurchase by the court;
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and
5.1.6.2 if applicable, PPC not treating either of the aforesaid resolutions as a
nullity as contemplated in section 115(5)(b) of the Companies Act;
5.1.7 the shareholders of each of the holders of the Unwind Shares that is a
company passes a shareholder special resolution for the disposal of all of the
assets of the relevant company, pursuant to the implementation of the
Unwind Agreement, in accordance with section 112 of the Companies Act;
and
5.1.8 the amended PPC MOI is filed with and accepted by Companies and
Intellectual Property Commission.
5.2 It is anticipated that the effective date of the Transaction will be on or about 30 April
2014.
6. Documentation
6.1 PPC shareholders are advised that in accordance with the JSE Listings Requirements,
a circular to PPC shareholders containing further details of the Transaction, together
with a notice of a general meeting to PPC shareholders, will be issued in due course.
An announcement will be released on SENS to notify PPC shareholders of the
posting date, including the details of the general meeting of PPC shareholders.
6.2 Pursuant to the requirements of the Companies Act and the JSE Listings
Requirements, an independent expert report is to be prepared in relation to the
Unwind Acquisition and the PPC Phakamani Trust Share Issue. The circular to PPC
shareholders will include an independent expert report provided by KPMG.
Sandton
7 February 2014
For enquiries
Jaco Snyman (Group Company Secretary)
PPC Ltd
Telephone +27 11 386 9000
Email jaco.snyman@ppc.co.za
Financial adviser
Regiments Capital (Proprietary) Limited
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Legal adviser
Bowman Gilfillan Incorporated
Tax adviser
Cliffe Dekker Hofmeyr Incorporated
Preference Shares: Lead Arranger and Joint Book-runner
The Standard Bank of South Africa Limited
Preference Shares: Co-Arranger and Joint Book-runner
Rand Merchant Bank (a division of FirstRand Bank Limited)
Independent expert
KPMG Services (Proprietary) Limited
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Independent Reporting accountants
Deloitte & Touche
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