PETMIN LIMITED - Scheme wholly unconditional, lapse of standby offer and salient dates and times

Release Date: 23/05/2017 11:35
Code(s): PET
 
Wrap Text
Scheme wholly unconditional, lapse of standby offer and salient dates and times

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

SCHEME WHOLLY UNCONDITIONAL, LAPSE OF STANDBY OFFER AND SALIENT DATES AND
                                 TIMES

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, 3 April 2017 and
     9 May 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 was proposed to
     Shareholders.

2.   Scheme has become wholly unconditional and the Standby Offer has lapsed

     Shareholders are advised that all Scheme Conditions have been fulfilled and the TRP has issued
     a compliance certificate in terms of section 121(b) of the Companies Act. Accordingly, the
     Scheme is wholly unconditional and the Scheme and Delisting will be implemented.

     As a result of the Scheme becoming wholly unconditional, the Standby Offer has lapsed and will
     not be implemented.

3.   Salient dates and times in respect of the Scheme

     The salient dates and times in respect of the Scheme are as follows:

                                                                                               2017

     Lodging of an application for the termination of the listing of the            Tuesday, 23 May
     Petmin Shares on the main board of the Exchange, on

     Finalisation announcement published in the South African press, on           Wednesday, 24 May

     Scheme LDT, being the last day to trade in Petmin Shares in order              Tuesday, 30 May
     to be recorded in the Register to be eligible to participate in the
     Scheme, on

     Petmin Shares trade “ex” the right to participate in the Scheme, on          Wednesday, 31 May

     Suspension of the listing of Petmin Shares at the commencement of            Wednesday, 31 May
     trade on the Exchange, on


                                                                                                      
     Scheme Record Date, being the date on which a Shareholder must                  Friday, 2 June
     be recorded in the Register in order to be eligible to participate in
     the Scheme, on
     Latest date and time to make the Election and deliver completed                 Friday, 2 June
     Application Forms (in respect of Share Consideration Election) to
     the Transfer Secretaries, at 12:00 on
     Scheme Operative Date, being the date on which the Scheme                      Tuesday, 6 June
     becomes operative and on which the Offer Consideration becomes
     payable to Scheme Participants, on
     Expected termination of the listing of Petmin Shares on the main             Wednesday, 7 June
     board of the Exchange at the commencement of trade, on

      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. Any change in the dates and times will be published
           on SENS and in the South African press.
      2.   All times given in this announcement are local times in South Africa.
      3.   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, provided persons acquire Petmin Shares on or prior to the Scheme LDT,
           being, Tuesday, 30 May 2017, such persons will be entitled to participate in the Scheme.

      4.   No dematerialisation or rematerialisation of Petmin Shares may take place between the Scheme LDT
           and the Scheme Record Date.

      5.   If the Election is not made in accordance with the instructions contained in the Circular by 12:00 on
           2 June 2017 or, in the case of Scheme Participants that Elect to receive the Share Consideration, a
           duly completed Application Form is not received by the Transfer Secretaries by 12:00 on 2 June
           2017, the relevant Scheme Participant will be deemed to have elected to receive the Cash
           Consideration.

4.   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.

5.   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
23 May 2017




                                                                                                              2
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.

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.




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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.




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Date: 23/05/2017 11:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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