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Update on acquisition of controlling interest in the Talhado Group
PREMIER FISHING AND BRANDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018598/06)
Share Code: PFB, ISIN ZAE000238309
(“Premier” or “the Company”)
UPDATE ON ACQUISITION OF CONTROLLING INTEREST IN THE TALHADO GROUP
1. Shareholders are referred to the Company’s SENS announcement on
18 October 2017 (“Original Transaction Announcement”), advising
inter alia that the Company, through its subsidiary, Premier
Fishing SA Proprietary Limited (“Premier”), has entered into a
binding heads of agreement with Talhado Fishing Enterprises
Proprietary Limited (“TFE”) and Scofish Proprietary Limited
(“Scofish”), the trustees for the time being of The Dino Moodaley
Family Trust (“The DM Family Trust”), the trustees for the time
being of The Sanbourne Trust (“The Sanbourne Trust”) and the
trustees for the time being of The Patrick Mbiko Family Trust
(“The PM Family Trust”) (together, the “Sellers”), in terms of
which Premier will subscribe for a 52.54% controlling interest in
TFE (“TFE Transaction”).
2. In addition to the TFE Transaction, shareholders were advised
that Premier intends to increase its exposure to the Talhado Group
of companies through the acquisition of various minority interests
in Rupestris Fishing Proprietary Limited, Sagittarius Fisheries
Proprietary Limited, Robberg Sea Freeze Proprietary Limited, MB
Fishing Ventures Proprietary Limited, Dazelle Traders Proprietary
Limited and Manicwa Fishing Proprietary Limited (“Talhado Group
Minority Sale”). The aforementioned companies, together with TFE
form the “Talhado Group”.
3. Shareholders are advised that, on 19 December 2017, Premier, TFE
and the Sellers concluded a sale of shares agreement to record
the full terms and conditions of the TFE Transaction (“TFE
Transaction Agreement”).
4. The terms of the TFE Transaction remain as set out in the
Transaction Announcement, save in respect of the following:
4.1. the Transaction Announcement indicated that Premier will
subscribe for a 50.01% controlling interest in TFE. However,
the structure of the TFE Transaction has been amended in that
Premier will no longer subscribe for shares in TFE but will
acquire 50.31% of the issued share capital of TFE from the
Sellers in the following proportions:
4.1.1. Scofish – 35.31%;
4.1.2. The DM Family Trust – 5.01%;
4.1.3. The Sanbourne Trust – 5.01%;
4.1.4. The PM Family Trust – 5.01%;
4.2. The purchase price in respect of the TFE Transaction has been
reduced from R87 345 465 to R85 950 402.
5. In addition, shareholders are further advised that Premier has
entered into sale of shares agreements with each Talhado Group
company (other than TFE) (“Talhado Group Sale Agreements”) in
terms of which Premier effected the Talhado Group Minority Sale
by acquiring, in aggregate, an additional 2.2% interest in the
Talhado Group.
6. The purchase price in respect of the Talhado Group Minority Sale
has been reduced from R19 326 330 to R15 072 410.
7. Accordingly, the aggregate purchase price in respect of the
Talhado Group Minority Sale and the TFE Transaction is
R102 022 811.
8. On implementation of the Talhado Group Minority Sale and the
implementation of the TFE Transaction Agreement, Premier will
hold an effective 52.51% controlling interest in the TFE Group.
9. The TFE Transaction remains subject to the following outstanding
conditions precedent:
9.1. Premier notifying TFE that it is satisfied with the results of
a due diligence investigation;
9.2. TFE declaring a dividend distribution;
9.3. certain TFE senior management entering into new service
contracts with TFE;
9.4. TFE and each of Scofish and Premier concludes a
management/marketing agreement in terms of which Scofish and
Premier shall provide marketing/management services to TFE at
an annual marketing/management fee of 1% of the annual export
sales amount;
9.5. approval of the TFE Transaction by the board of directors of
each of Premier and TFE;
9.6. Scofish authorises the sale of its shares in TFE to Premier,
by way of a special resolution in terms of section 112 read
with section 115 of the Companies Act No. 71 of 2008 (“Companies
Act”);
9.7. the board of directors and shareholders (by way of a special
resolution) authorise the adoption by TFE of a new memorandum
of incorporation and shareholders agreement, on the terms and
conditions and form and substance acceptable to Premier;
9.8. any necessary approval by the Competition Authorities in terms
of the Competition Act No 89 of 1998;
9.9. any necessary approval by the Takeover Regulation Panel in terms
of the Companies Act;
9.10. the shareholders agreement to be entered into between TFE,
Premier and the Sellers has becoming unconditional in
accordance with its terms; and
9.11. the approval by the Minister of Agriculture, Forestry and
Fisheries or his delegated authority for the TFE Transaction in
terms of section 21 of the Marine Living Resources Act, No. 18
of 1998.
10. The conditions precedent in paragraph 5.1 and 5.11 of the Original
Transaction Announcement have been removed.
11. The Talhado Group Sale Agreements are subject to conditions
precedent, relating primarily to:
11.1. the TFE Transaction Agreement having been entered into and
signed by each party thereto;
11.2. the conditions precedent in the TFE Transaction Agreement
having been fulfilled or waived within the timeframes specified
therein;
11.3. the shareholders of the respective target companies waiving any
pre-emptive rights which they may have in respect of the sale
shares;
11.4. the board of directors of the respective target companies
authorising the sale of their shares to Premier;
11.5. the respective target companies declaring a dividend
distribution; and
11.6. the approval by the Minister of Agriculture, Forestry and
Fisheries or his delegated authority for the TFE Transaction in
terms of section 21 of the Marine Living Resources Act, No. 18
of 1998.
12. The Sellers and the Talhado Group companies have provided Premier
with warranties standard for a transaction of this nature.
13. As previously announced, the TFE Transaction constitutes a
Category 2 announcement in terms of the JSE Listings Requirements.
Cape Town
20 December 2017
PSG Capital Proprietary Limited
Sponsor
Cliffe Dekker Hofmeyr
Attorneys
AEEI Corporate Finance Proprietary Limited
Corporate Advisory
Date: 20/12/2017 03:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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