Wrap Text
Posting of unbundling circular and finalisation announcement
PEREGRINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/006026/06)
JSE share code: PGR ISIN: ZAE000078127
(“Peregrine” or “the company”)
POSTING OF UNBUNDLING CIRCULAR AND FINALISATION ANNOUNCEMENT
In the company’s results for the year ended 31 March 2017, released on SENS on 14 June 2017, Peregrine announced
its intention to restructure the Peregrine group and unbundle Sandown Capital Limited (“Sandown Capital”). To this
end, all surplus non-operating investments within the Peregrine group (comprising excess cash, hedge fund and other
proprietary investments) have with effect from early October 2017 been transferred to Sandown Capital.
Peregrine is pleased to announce that Sandown Capital will be listed in the “Equity Investments” sector on the Main
Board of the JSE with effect from the commencement of trade on Wednesday, 29 November 2017. Peregrine will
unbundle, by way of a distribution in specie, the 226 065 696 Sandown Capital shares held by Peregrine (being 100%
of the issued share capital of Sandown Capital) to shareholders, in the ratio of one Sandown Capital share for every
one Peregrine share held at close of trade on Friday, 1 December 2017 (the “unbundling”).
Shareholders are advised that Peregrine has, on Tuesday, 14 November 2017, issued a circular (the “circular”)
relating to the unbundling and the manner in which it will be implemented. In addition, the Sandown Capital pre-
listing statement, which provides further information in respect of Sandown Capital, was issued to all Peregrine
shareholders on Tuesday, 14 November 2017. The Sandown Capital abridged pre-listing statement has been released
on SENS under JSE share code SDC and ISIN: ZAE000249645.
Copies of the circular are available on the company’s website www.peregrine.co.za and may also be obtained from the
offices of Peregrine, 6A Sandown Valley Crescent, Sandown, Sandton, during normal office hours from Tuesday,
14 November 2017 up to and including Friday, 1 December 2017.
Salient dates and times
2017
Record date to receive the circular Friday, 3 November
Circular issued to Peregrine shareholders, together with Sandown Capital pre-listing
statement Tuesday, 14 November
Announcement relating to the issue of the circular and finalisation information in
respect of the unbundling and abridged Sandown Capital pre-listing statement released
on SENS Tuesday, 14 November
Announcement relating to the issue of the circular and finalisation information in
respect of the unbundling and abridged Sandown Capital pre-listing statement
published in the press Wednesday, 15 November
Last day to trade in Peregrine shares in order to participate in the unbundling Tuesday, 28 November
Trading in Peregrine shares ‘ex’ the entitlement to participate in the unbundling
commences Wednesday, 29 November
Listing date - Sandown Capital shares listed and commence trading on the JSE (at
09:00) Wednesday, 29 November
The ratio apportionment of expenditure and market value in respect of the unbundling
released on SENS (by 11:00) Thursday, 30 November
Unbundling record date (at close of trade) Friday, 1 December
Sandown Capital shares credited to the accounts of Peregrine shareholders at their
CSDP or broker (at 09:00) Monday, 4 December
Notes
1. The above dates and times are South African dates and times.
2. Peregrine shares may not be dematerialised or rematerialised between Wednesday, 29 November 2017 and
Friday, 1 December 2017, both days inclusive.
Foreign shareholders
Receipt of the circular does not constitute an offer of the Sandown Capital shares (“offer”), directly or indirectly, in
those jurisdictions in which it would be illegal to make or accept such an offer at all or without contravening any
registration or other legal requirements, including, inter alia, the United States of America, Canada, Australia, Japan
and the Republic of Ireland and, in those circumstances, the circular if sent or received, is sent or received for
information only and should not be copied or redistributed. No person receiving a copy of the circular in any territory,
other than South Africa, may treat the same as constituting an offer to such person unless, in the relevant territory,
such offer could lawfully be made to and accepted by him at all or without contravention of any registration or other
legal requirements.
The distribution of Sandown Capital shares to foreign shareholders, in terms of the unbundling, may be affected by the
laws of such foreign shareholders’ relevant jurisdiction. It is the responsibility of any foreign shareholder to observe
the applicable legal requirements in his/her/its relevant jurisdiction and to satisfy him/her/itself as to the full
observance of the laws of the relevant jurisdiction or territory in connection with the unbundling, including obtaining
requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or
taxes due in such jurisdiction or territory.
Any foreign shareholder who the transfer secretaries determine is unable to receive Sandown Capital shares, or any
foreign shareholder that Peregrine is not permitted to distribute Sandown Capital shares to, on account of the laws of
the jurisdiction of that shareholder, is an “excluded shareholder” and will not receive Sandown Capital shares
pursuant to the unbundling.
Foreign shareholders should contact the CSDP or broker if they are uncertain of their position.
14 November 2017
Corporate advisor and joint sponsor Legal advisors Joint sponsor
Java Capital Werksmans Deloitte & Touche Sponsor
Date: 14/11/2017 04:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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