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PPC LIMITED - Extension of Date for Posting of Partial Offer Circular by Fairfax Africa Investments and Renewal of PPC Cautionary

Release Date: 03/10/2017 12:10
Code(s): PPC     PDF:  
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Extension of Date for Posting of Partial Offer Circular by Fairfax Africa Investments and Renewal of PPC Cautionary

PPC Ltd
(Incorporated in South Africa)
(Company registration number: 1892/000667/06)
ISIN: ZAE000170049
JSE and ZSE Code: PPC
(“PPC” or the “Company”)

EXTENSION OF DATE FOR POSTING OF PARTIAL OFFER CIRCULAR BY FAIRFAX AFRICA
INVESTMENTS PROPRIETARY LIMITED AND RENEWAL OF PPC CAUTIONARY ANNOUNCEMENT


Background
Shareholders of PPC (“Shareholders”) are referred to the announcement
published on the Stock Exchange News Service (“SENS”) on 4 September 2017,
wherein Shareholders were advised that Fairfax Africa Investments Proprietary
Limited (“Fairfax”), on behalf of a subsidiary to be nominated by Fairfax
(the “Offeror”), had delivered to the board of directors of PPC (the “Board”)
a letter (“Firm Intention Letter”), indicating that the Offeror has a firm
intention to make a partial offer to acquire ordinary shares representing a
value of R2 billion of the issued ordinary stated capital of PPC, at an offer
price of R5.75 per ordinary share of PPC (the “Partial Offer”), (“Firm
Intention Announcement”). One of the conditions precedent to the Partial
Offer becoming effective is that shareholders of PPC approve a proposal to
give effect to a merger between PPC and AfriSam Group Proprietary Limited
(“AfriSam”).

Shareholders were also advised in the Firm Intention Announcement that the
Board has received, in addition to the Firm Intention Letter, credible
indicative proposals from two other trade bidders, each in relation to a
potential pan-African combination with PPC and that the independent board of
PPC (“Independent Board”) is of the view that each of the indicative proposals
is sufficiently credible and potentially value enhancing to Shareholders to
merit careful consideration and further engagement with the respective
bidders. Subsequent to the Firm Intention Announcement, PPC has confirmed
that one such indicative proposal has been received from Dangote Cement PLC.


Proposed PPC Independent Board Process
The Independent Board is mindful of avoiding any unduly protracted engagement
with any of the bidders, and accordingly aims to be in a position to make a
decision on the best way to proceed within a sensible time period.
In this regard, it should be noted that Investec Bank Limited (as the
independent expert), is conducting a review and will prepare fair and
reasonable opinions in relation to, amongst other things, the Partial Offer
and the proposed merger with AfriSam. It is anticipated that this review
will require some time.

Furthermore, the Independent Board intends to provide each credible bidder
(of which it is currently aware) a reasonable period to conduct due diligence
of PPC and in order to finalise its proposal and submit a firm intention
letter. This is on the basis that such due diligence will commence imminently
and that, to the extent necessary, PPC is granted access to reciprocal due
diligence. Following receipt of any such firm intention letter/s, the
Independent Board believes it will be in a better position to make an informed
decision on the best way to proceed.


Extension of Posting Date of Partial Offer Circular to Shareholders
In terms of Regulation 102(2) of the Companies Regulations 2011, the Offeror
is required to distribute an offer circular, in relation to the Partial
Offer, within 20 business days after the date of publication of the Firm
Intention Announcement. Further to the Firm Intention Announcement, PPC
hereby advises its Shareholders that on 21 September 2017, Fairfax lodged a
formal request with the Takeover Regulation Panel (the “TRP”) to extend the
time period for distribution of the circular in terms of Regulation 102(2)
of the Companies Regulations 2011.

The TRP has considered the submissions received from Fairfax as well as
subsequent submissions made by the Independent Board, and has consequently
granted the request for an extension until 22 November 2017. The Independent
Board’s submission to the TRP was that any extension granted to the Offeror
needs to take into account the timeframes anticipated by its process, as
outlined above. The TRP has indicated that it has no objections to the
Independent Board’s process.


Further Cautionary
Shareholders are accordingly advised to continue exercising caution when
dealing in securities of the Company until such time as a further announcement
is made in this regard. Shareholders are further advised that the current
corporate action is, by its nature, fluid and Shareholders will accordingly
be advised on developments as and when appropriate.

Sandton
3 October 2017

Investor contacts:
PPC:
Anashrin Pillay
Tel: +27 (0) 11 386 9000
Anashrin.Pillay@ppc.co.za

Joint Financial Advisor and Sponsor to PPC
Merrill Lynch South Africa (Pty) Ltd

Joint Financial Advisor to PPC
Identity Advisory (Pty) Ltd

Independent Advisor to the Board of PPC
The Standard Bank of South Africa Limited

Legal Advisor to PPC
Bowmans

Date: 03/10/2017 12:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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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,
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