Wrap Text
Posting of circular to shareholders and notice of general meeting
PPC Ltd
(Incorporated in the Republic of South Africa)
(Company registration number: 1892/000667/06)
JSE code: PPC
PPC ISIN: ZAE000170049
("PPC" or the "Company")
POSTING OF CIRCULAR TO SHAREHOLDERS AND NOTICE OF GENERAL MEETING
1. Introduction
Shareholders of PPC (“Shareholders”) are referred to the announcement released by
the Company on the Stock Exchange News Service (“SENS”) of the JSE Limited
(“JSE”) on 27 June 2016 in terms of which Shareholders were advised that the
Company has mandated a syndicate of banks comprising The Standard Bank of
South Africa Limited, Nedbank Limited, Absa Bank Limited and Rand Merchant Bank,
a division of FirstRand Bank Limited, (collectively the “Joint Bookrunners”) to lead its
proposed rights offer (“the Proposed Rights Offer”).
Shareholders were furthermore advised that the Joint Bookrunners have provided a
standby underwriting commitment of R4 billion in relation to the Proposed Rights
Offer which will be replaced by a formal underwriting commitment in due course,
subject to the satisfactory fulfillment of the conditions precedent.
It is the intention of the Company to use the proceeds of the Proposed Rights Offer
to: (i) fund the redemption of outstanding notes (“Notes”) issued under PPC’s
domestic medium term note programme for those noteholders who have elected that
the Company redeem their Notes following the downgrade of the Company’s
corporate credit rating (as announced by the Company on SENS on 31 May 2016);
(ii) repay outstanding amounts under the liquidity and guarantee facility between the
Company and The Standard Bank of South Africa Limited (acting through its
Corporate and Investment Banking division), Absa Bank Limited (acting through its
Corporate and Investment Banking division), Nedbank Limited (acting through its
Corporate and Investment Banking division) and FirstRand Bank Limited (acting
through its Rand Merchant Bank division); and (iii) reduce current debt levels and
fund existing committed expansion capital expenditure and investment projects.
For purposes of implementing the Proposed Rights Offer, the Company will be
required to obtain Shareholder approval for the relevant resolutions necessary
including:
- the increase of PPC’s authorised stated capital from 700,000,000 PPC ordinary
shares to 10,000,000,000 PPC ordinary shares and the associated changes to
PPC's memorandum of incorporation;
- the authorisation to issue additional PPC shares with voting power that will,
upon issue, exceed 30% of the existing voting power of the PPC shares
currently in issue;
- the granting of a general authority to the directors to issue such number of
additional PPC shares in the authorised but unissued stated capital of PPC as
may be required for the purpose of implementing the Proposed Rights Offer;
and
- the waiver by independent holders of more than 50% of the voting rights of all
the issued PPC ordinary shares of the benefit of receiving a mandatory offer
from one or more of the underwriters (pursuant to the Proposed Rights Offer) in
accordance with section 123(3) of the Companies Act, 2008,
collectively “the Proposed Resolutions”.
2. Posting of the circular to Shareholders and notice of the general meeting of
Shareholders
Shareholders are advised that a circular to Shareholders setting out full details of the
Proposed Resolutions, including the notice convening a general meeting of
Shareholders (“the General Meeting”), was posted to Shareholders today.
Shareholders are accordingly advised that the General Meeting will be held at 10:00
(South African time) on Monday, 1 August 2016, at the JSE, One Exchange Square,
Gwen Lane, Sandown, 2196 (parking available at 24 Central, Corner Gwen &
Fredman).
3. Salient dates and times in relation to the General Meeting
The salient dates and times in relation to the General Meeting are set out below:
2016
The record date for purposes of receiving the notice of General Friday, 24 June
Meeting (being the date on which a Shareholder must be recorded
in the register in order to receive the notice of General Meeting)
Circular posted to Shareholders on Friday, 1 July
Last day and time to give notice to participate in the General Wednesday, 13 July
Meeting electronically by 12:00 on
Last day to trade in order to be eligible to attend, speak and vote Tuesday, 19 July
at the General Meeting
Record date to determine Shareholders eligible to participate and Friday, 22 July
vote at the General Meeting
Last day and time to lodge forms of proxy with Computershare Thursday, 28 July
Investor Services Limited at Computershare Investor Services
Proprietary Limited at 70 Marshall Street, Johannesburg, 2001 by
10:00 on
General Meeting to be held at 10:00 at the JSE, One Exchange Monday, 1 August
Square, Gwen Lane, Sandown, 2196 (parking available at 24
Central, Corner Gwen & Fredman) on
Results of the General Meeting released on SENS on Monday, 1 August
Results of the General Meeting published in the South African Tuesday, 2 August
press on
Notes:
1. The dates and times above are subject to change as may be agreed by the Company and approved
by the JSE and any changes will be announced in the South African press and through SENS and
the Stock Exchange News Service in Zimbabwe. All times in this announcement are South
African local times unless otherwise stated.
2. Should the General Meeting be adjourned or postponed, it is requested that forms of proxy be
received by no later than 48 hours (excluding Saturdays, Sundays and statutory or proclaimed
public holidays in South Africa) prior to the time of the adjourned or postponed General Meeting.
4. Further cautionary announcement
Shareholders are advised to continue to exercise caution when dealing in PPC
securities until a further announcement is made setting out the full terms of the
Proposed Rights Offer.
Johannesburg
1 July 2016
Sole Global Co-ordinator, Joint Bookrunner and Joint Transaction Sponsor
Standard Bank
Joint Bookrunner and Joint Transaction Sponsor
Nedbank
Joint Bookrunners
Absa
Rand Merchant Bank
Legal Advisor to PPC as to South African Law
Bowman Gilfillan Inc.
Legal Advisor to PPC as to US and English Law
Freshfields Bruckhaus Deringer LLP
Legal Advisor to the Joint Bookrunners as to South African Law
Webber Wentzel
Legal Advisor to the Joint Bookrunners as to US and English Law
Linklaters
Financial Advisor and Company Sponsor
Merrill Lynch
PPC:
Azola Lowan
Tel: +27 (0) 11 386 9000
Azola.Lowan@ppc.co.za
Financial Communications Advisor:
Instinctif Partners
Morne Reinders
Mobile : +27 (0) 82 325 1810
Morne.Reinders@instinctif.com
Louise Fortuin
Mobile: +27 (0) 71 605 4294
Louise.Fortuin@instinctif.com
Any securities which will be offered will not be and have not been registered under the US
Securities Act of 1933 ("US Securities Act") and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration requirements
under the US Securities Act.
3
Date: 01/07/2016 09:00:00 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 
