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Posting of the offer Documents, Notice of General Meeting, Salient dates and Times and further support for the offer
PETMIN LIMITED
Incorporated in the Republic of South Africa
Registration Number 1972/001062/06
Share Code JSE: PET
ISIN: ZAE000076014
(“Petmin” or the “Company”)
POSTING OF THE OFFER DOCUMENTS, NOTICE OF GENERAL MEETING, SALIENT DATES
AND TIMES AND FURTHER SUPPORT FOR THE OFFER
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the joint firm intention announcement published by Petmin,
Capitalworks and Bidco on SENS on 19 December 2016 (“Firm Intention Announcement”).
1. Introduction
Shareholders are referred to the Firm Intention Announcement and the subsequent
announcements pertaining to the Offer, published on SENS on 29 December 2016,
20 February 2017, 23 February 2017 and 3 March 2017.
In terms of the Firm Intention Announcement, Shareholders were advised of the firm intention
by Bidco to make two separate but concurrent offers, comprising the Scheme and the Standby
Offer, to acquire all or a portion of the Petmin Shares in issue, excluding the Petmin Shares
held by Petmin’s subsidiaries. Simultaneously with the Offer, the Delisting will be proposed to
Shareholders.
2. Posting of the Offer Documents
Shareholders are advised that the Circular accompanied by the Prospectus (collectively, the
“Offer Documents”) have been posted to Shareholders today, 3 April 2017. The Offer
Documents are also available on Petmin’s website: www.petmin.co.za.
To obtain a thorough understanding of the Offer and the Delisting, Shareholders are advised to
refer to the full terms and conditions pertaining thereto, as set out in the Offer Documents.
3. General Meeting
The general meeting of Shareholders will be held in the Company’s boardroom, 37 Peter Place,
Bryanston, Johannesburg, on Monday, 8 May 2017 at 10:00 (“General Meeting”), to consider
and if deemed fit, pass the resolutions required to approve the Offer and the Delisting, as set
out in the notice convening the General Meeting contained in the Circular (“Notice of General
Meeting”), with or without modification.
4. Salient Dates and Times
2017
Last practicable date prior to the finalisation of the Offer Documents Friday, 17 March
(“Last Practicable Date”), on
Record date to determine which Shareholders are entitled to receive Friday, 24 March
the Offer Documents, on
Posting of the Offer Documents to Shareholders, on Monday, 3 April
Notice of posting of the Offer Documents and the Notice of General Monday, 3 April
Meeting published on SENS, on
Opening date of the Standby Offer at 09:00, on Tuesday, 4 April
Notice of posting of the Offer Documents and the Notice of General Tuesday, 4 April
Meeting published in the South African press, on
Last day to trade in Petmin Shares in order to be recorded in the Monday, 24 April
Company’s securities register of Shareholders (“Register”) and thereby
be eligible to attend, speak and vote at the General Meeting (“General
Meeting LDT”), on
Date on which a Shareholder must be recorded in the Register in order Friday, 28 April
to be eligible to attend, speak and vote at the General Meeting
(“General Meeting Record Date”), on
Forms of proxy to be received by the transfer secretaries of the Thursday, 4 May
Company by 10:00, on
General Meeting to be held at 10:00, on Monday, 8 May
Results of the General Meeting published on SENS, on Monday, 8 May
Results of the General Meeting published in the South African press, Tuesday, 9 May
on
If the Scheme is approved:
Last date on which Shareholders who voted against the Scheme Monday, 15 May
Resolution can require Petmin to seek court approval for the Scheme in
terms of section 115(3)(a) of the Companies Act (if applicable), on
Last date on which Shareholders who voted against the Scheme Monday, 22 May
Resolution can make application to court in terms of section 115(3)(b) of
the Companies Act (if applicable), on
Last date for Petmin to send notice of adoption of the Scheme Monday, 22 May
Resolution in terms of section 164(4) of the Companies Act to
Shareholders who provided written notice of objection of and
subsequently voted against the Scheme Resolution, on
Expected last date for Dissenting Shareholders to exercise their Tuesday, 13 June
Appraisal Rights, on or about
If the Scheme becomes operative:
Finalisation announcement expected to be published on SENS, on or Tuesday, 23 May
about
Expected date of lodging an application for the termination of listing of Tuesday, 23 May
the Petmin Shares on the main board of the JSE, on or about
Finalisation announcement expected to be published in the South Wednesday, 24 May
African press, on or about
Expected last day to trade in Petmin Shares in order to be recorded in Tuesday, 30 May
the Register to be eligible to participate in the Scheme (“Scheme
LDT”), on or about
Expected date on which the Petmin Shares trade “ex” the right to Wednesday, 31 May
participate in the Scheme, on or about
Expected suspension of listing of Petmin Shares at the Wednesday, 31 May
commencement of trade on the JSE, on or about
Expected date on which a Shareholder must be recorded in the Friday, 2 June
Register in order to be eligible to participate in the Scheme (“Scheme
Record Date”), on or about
Expected date on which the Scheme becomes operative and on which Tuesday, 6 June
the Offer Consideration becomes payable to Scheme Participants, on
or about
Expected date of the termination of listing of Petmin Shares on the Wednesday, 7 June
main board of the JSE at the commencement of trade, on or about
If the Scheme does not become operative and the Standby Offer
is implemented:
Finalisation announcement expected to be published on SENS, on or Tuesday, 9 May
about
Expected date of lodging an application for the termination of listing of Tuesday, 9 May
the Petmin Shares on the main board of the JSE, on or about
Finalisation announcement expected to be published in the South Wednesday, 10 May
African press, on or about
Expected last day to trade in Petmin Shares in order to be eligible to Tuesday, 23 May
participate in the Standby Offer (“Standby Offer LDT”), on or about
Petmin Shares trade “ex” the right to participate in the Standby Offer, Wednesday, 24 May
on or about
Expected suspension of listing of Petmin Shares at the Wednesday, 24 May
commencement of trade on the JSE, on or about
Expected closing date for the Standby Offer (“Standby Offer Closing Friday, 26 May
Date”) at 12:00, on or about
Expected date on which a Shareholder must be recorded in the Register Friday, 26 May
in order to participate in the Standby Offer, on or about
Expected date on which the Standby Offer is implemented and on Tuesday, 30 May
which the Offer Consideration becomes payable to Standby Offer
Participants, on or about
Expected date of the termination of listing of the Petmin Shares on the Wednesday, 31 May
main board of the JSE at the commencement of trade, on or about
Notes:
1. All of the dates and times set out in this announcement are subject to change, with the
approval of the JSE and the TRP, if required. Furthermore, Capitalworks and Bidco reserve
the right to extend the Standby Offer as envisaged in Regulation 103. Any change in the dates
and times will be published on SENS and in the South African press.
2. The dates pertaining to the Scheme will be confirmed following the conclusion of the General
Meeting or in the finalisation announcement once the Scheme becomes unconditional.
3. The dates pertaining to the Standby Offer (if the Scheme does not become operative) will be
confirmed following the conclusion of the General Meeting or in the finalisation announcement once
the Standby Offer becomes unconditional.
4. The dates and times in this announcement have been determined based on certain assumptions
regarding the date by which certain regulatory approvals will have been obtained and that
Shareholders will not exercise their rights in terms of section 115(3) of the Companies Act.
5. All times given in this announcement are local times in South Africa.
6. Shareholders should note that as trades in Petmin Shares are settled in the electronic settlement
system used by Strate Proprietary Limited, settlement of trades will take place 3 business days after
such trade, therefore, persons who acquire Petmin Shares after the last day to trade in order to be
eligible to attend, speak and vote at the General Meeting, namely, Monday, 24 April 2017, will not be
entitled to attend, speak and vote at the General Meeting, but may nevertheless:
* pursuant to the Scheme becoming operative, participate in the Scheme, provided they acquire
the Petmin Shares on or prior to the Scheme LDT; and
* pursuant to the Standby Offer being implemented, participate in the Standby Offer, provided
they acquire the Petmin Shares on or prior to the Standby Offer LDT.
7. No dematerialisation or rematerialisation of Petmin Shares may take place between:
* the General Meeting LDT and the General Meeting Record Date;
* the Scheme LDT and the Scheme Record Date (if applicable); and
* the Standby Offer LDT and the Standby Offer Closing Date (if applicable).
8. Dematerialised Shareholders, other than those with “own name” registration, must provide their
broker or central securities depository participants (“CSDP”) with their instructions for voting at the
General Meeting by the cut-off date and time stipulated by their broker or CSDP in terms of their
respective custody agreements.
9. Any form of proxy not delivered to the Company’s transfer secretaries by the stipulated date and time
may be handed to the chairman of the General Meeting (or any adjournment or postponement
thereof) before such Shareholder’s voting rights are exercised at the General Meeting (or any
adjournment or postponement thereof).
10. If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
5. Further support for the Offer
Shareholders were advised in the announcement published on SENS on 3 March 2017
(“Announcement”) that further Irrevocables and non-binding letters of support (“Letters of
Support”) in respect of the Offer had been obtained, such that the support for the Offer
represented 56.70% of the Offer Shares.
Since the Announcement and the Last Practicable Date, the Irrevocable support in respect of
the Offer has changed. As at the date of this announcement, the total Shareholder support for
the Offer represents 59.20% of the Offer Shares, comprising:
* 52.37% of the Offer Shares in the form of Irrevocables; and
* 6.83% of the Offer Shares in the form of Letters of Support.
6. The Independent Board and Petmin Board responsibility statement
The Independent Board and the Petmin Board (to the extent that the information relates to
Petmin), collectively and individually, accept responsibility for the information contained in this
announcement and certify that, to the best of their knowledge and belief, the information
contained in this announcement relating to Petmin is true and correct, and this announcement
does not omit anything that is likely to affect the import of such information.
7. Capitalworks and Bidco board responsibility statement
Capitalworks and the board of directors of Bidco (to the extent that the information relates to
Capitalworks and Bidco), collectively and individually, accept responsibility for the information
contained in this announcement and certify that, to the best of their knowledge and belief, the
information contained in this announcement relating to Capitalworks and Bidco is true and
correct, and this announcement does not omit anything that is likely to affect the import of such
information.
Johannesburg
3 April 2017
Corporate advisor to Capitalworks and Bidco
One Capital Advisory Proprietary Limited
Attorneys to Capitalworks and Bidco
Cliffe Dekker Hofmeyr Inc.
Attorneys to Petmin
Cliffe Dekker Hofmeyr Inc.
Sponsor and corporate advisor to Petmin
River Group
Disclaimer
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities,
nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
such jurisdiction or without an exemption from the registration or qualification requirements under the
securities laws of such jurisdiction.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities in
the United States. Securities may not be offered or sold in the United States or to or for the account or
benefit of a person located in the United States absent registration under the Securities Act of 1933,
as amended (“Securities Act”) or pursuant to an exemption from, or in a transaction not subject to,
registration. The securities to which this announcement relates have not been, and will not be,
registered under the Securities Act, or the securities laws of any state of the United States or other
jurisdiction. There will be no public offering of securities in the United States or any other jurisdiction.
This announcement and any other material in relation to the securities described herein is only
directed at, and any investment or investment activity to which this announcement relates is available
only to, and will be engaged in only with, persons (i) outside the United Kingdom; or (ii) having
professional experience in matters relating to investments who fall within the definition of “investment
professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (“Order”); or (iii) who are high net worth entities falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as “relevant persons”). Persons who are not
relevant persons should not take any action on the basis of this announcement and should not act or
rely on it.
This announcement does not constitute an offer of securities to any person with a registered address
in, or who is resident in, Australia, Canada or Japan. No securities have or will be registered under the
relevant laws of any state, province or territory of Australia, Canada or Japan.
The distribution of this announcement in certain jurisdictions may be restricted by applicable law and
therefore persons in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
Forward-looking statements
The statements contained in this announcement that are not historical facts are “forward-looking”
statements. These forward-looking statements are subject to a number of substantial risks and
uncertainties, many of which are beyond the Company’s and Capitalworks’ control and actual results
and developments may differ materially from those expressed or implied by these statements for a
variety of factors. These forward-looking statements are statements based on the Company’s and
Capitalworks’ current intentions, beliefs and expectations about among other things, the Company’s
results of operations, financial condition, prospects, growth, strategies and the industry in which the
Company operates. By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not occur in the
future. Many of these risks and uncertainties relate to factors that are beyond the Company’s and
Capitalworks’ ability to control or estimate precisely, such as changes in taxation, future market
conditions, currency fluctuations, the actions of governmental regulators and other risk factors. Such
risks and uncertainties could cause actual results to vary materially from the future results indicated,
expressed or implied in such forward-looking statements. The forward-looking statements contained in
this announcement speak only as of the date of this announcement and the Company and
Capitalworks undertake no duty to update any of them publicly in light of new information or future
events, except to the extent required by applicable law or the Listings Requirements.
No statement in this announcement is intended as a profit forecast or a profit estimate and no
statement in this announcement should be interpreted to mean that earnings per Petmin Share for the
current or future financial years would necessarily match or exceed the historical published earnings
per Petmin Share. Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested. It should be noted that past performance is no guide
to future performance. Persons needing advice should consult an independent financial adviser.
Date: 03/04/2017 03:56:00 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.
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