PETMIN LIMITED - Report on Proceedings at the General Meeting

Release Date: 09/05/2017 10:30
Code(s): PET
 
Wrap Text
Report on Proceedings at the General Meeting

PETMIN LIMITED
Incorporated in the Republic of South Africa
Registration Number 1972/001062/06
Share Code JSE: PET
ISIN: ZAE000076014
(“Petmin” or the “Company”)

REPORT ON PROCEEDINGS AT THE GENERAL MEETING, STANDBY OFFER UNCONDITIONAL
         AS TO ACCEPTANCES AND UPDATE REGARDING THE TRANSACTION

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the combined offer circular to Petmin shareholders
accompanied by the prospectus in respect of CorpVent 100 Limited (“Bidco”), dated Monday,
3 April 2017 (collectively, the “Offer Documents”).

1.   Introduction

     Shareholders are referred to the Firm Intention Announcement, published on SENS on
     19 December 2016, the subsequent announcements pertaining to the Offer, published on SENS
     on 29 December 2016, 20 February 2017, 23 February 2017, 3 March 2017 and 3 April 2017 and
     the Offer Documents.

     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 has been proposed to
     Shareholders.

2.   Report on proceedings at the General Meeting

     Shareholders are advised that at the General Meeting held on Monday, 8 May 2017, all of the
     Resolutions proposed were approved by the requisite majorities.

     Shareholders holding 386 467 714 Petmin Shares, constituting 66.99% of the total Petmin
     Shares in issue (including treasury shares) or 72.83% of the Offer Shares (i.e. 72.83% of those
     Petmin Shares eligible to vote), were present in person or represented by proxy at the General
     Meeting.

     Petmin confirms the voting statistics for each Resolution, as follows:

                                           Petmin                                 Votes
                                      Shares voted         Votes for             against   Abstentions

      Special Resolution 1:            386 443 664       348 683 607          37 760 057        24 050
      Approval of the Scheme in
                                            72.83%           90.23%                9.77%         0.00%
      terms of sections 114(1)(c),
      114(1)(d), 114(1)(f) and
      115(2)(a) of the Companies
      Act

      Special Resolution 2:            386 434 664       348 682 607          37 752 057        33 050
      Revocation of the Scheme
                                            72.83%            90.23%               9.77%         0.01%
      Resolution if the Scheme is
      terminated

      Ordinary Resolution 1:           386 436 499       348 674 895          37 761 604        31 215
      Termination of the listing of


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      all Petmin Shares on the              72.83%           90.23%                9.77%         0.01%
      Exchange in terms of
      paragraphs 1.14(a) and
      1.15 of the Listings
      Requirements

     Notes:

     1.   Percentage of Petmin Shares voted on a Resolution is disclosed in relation to the total number of
          Petmin Shares in issue that are eligible to vote (i.e. total Petmin Shares in issue less treasury shares).

     2.   Percentages of Petmin Shares voted for and against a Resolution are disclosed in relation to the total
          number of Petmin Shares voted in respect of that Resolution.

     3.   Percentage of abstentions on a Resolution is disclosed in relation to the total number of Petmin Shares
          in issue that are eligible to vote (i.e. total Petmin Shares in issue less treasury shares).

3.   Standby Offer has become unconditional as to acceptances

     In the Firm Intention Announcement and the Offer Documents, Shareholders were informed that
     implementation of the Standby Offer is conditional upon, inter alia, Eligible Shareholders
     accepting the Standby Offer in respect of so many Offer Shares as will result in Bidco acquiring
     at least 45% of all the Petmin Shares in issue (excluding treasury shares).

     Shareholders are advised, in accordance with Regulation 105(1), that Shareholders holding
     296 460 829 Offer Shares, constituting 55.87% of all the Petmin Shares in issue (excluding
     treasury shares), have accepted the Standby Offer. Accordingly, the Standby Offer has become
     unconditional as to acceptances. However, the Standby Offer remains subject to other conditions
     including the Scheme not becoming operational.

4.   Update regarding the Transaction

     Although the Scheme Resolution was approved at the General Meeting as detailed above,
     implementation of the Scheme remains subject to certain conditions precedent, including the
     issue by the TRP of a compliance certificate in terms of section 121(b) of the Companies Act.

     A finalisation announcement will be published once the Scheme becomes wholly unconditional
     and Shareholders will be notified of the Scheme Record Date (being the last date on which
     Shareholders are entitled to make their Elections) as well as the operative date of the Delisting.

     In the event that the Scheme becomes operative, the Standby Offer will lapse, alternatively, if the
     Scheme does not become operative and the Standby Offer becomes wholly unconditional, the
     Standby Offer will be implemented.

5.   Indicative timing

     As set out in the SENS announcement dated 3 April 2017 and in the Offer Documents, the
     expected dates for the following salient events are set out below:

                                                                                                             2017

      Expected date on which the Scheme will become wholly                                        Tuesday, 23 May
      unconditional and the finalisation announcement will be published
      on SENS, on or about

      Expected Scheme Record Date, on or about                                                     Friday, 2 June




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      Expected date on which the Scheme becomes operative and on                                  Tuesday, 6 June
      which 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

     The final dates will be announced in due course in the finalisation announcement.

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 Bidco Board (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
9 May 2017


Attorneys to Petmin
Cliffe Dekker Hofmeyr Inc.


Sponsor and corporate advisor to Petmin
River Group


Corporate advisor to Capitalworks and Bidco
One Capital Advisory Proprietary Limited


Attorneys to Capitalworks and Bidco
Cliffe Dekker Hofmeyr Inc.



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.


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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



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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.




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Date: 09/05/2017 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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