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Finalisation Announcement in relation to the Offers, the Specific Repurchase and confirmation of the Offer Price
QUANTUM FOODS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2013/208598/06
Share Code: QFH
ISIN Code: ZAE000193686
(“Quantum” or “the Company”)
FINALISATION ANNOUNCEMENT IN RELATION TO THE OFFERS, THE SPECIFIC
REPURCHASE AND CONFIRMATION OF THE OFFER PRICE
1. INTRODUCTION
1.1. Shareholders are referred to the circular (“Circular”),
containing all the relevant information relating to an odd-lot
offer and a specific offer (“Offers”), that was distributed to
shareholders on Wednesday, 24 January 2018.
1.2. Shareholders are further referred to the general meeting
(“General Meeting”) that was held on Friday, 23 February 2018
and the subsequent SENS announcement that was released on the
same day advising shareholders that the Offers were approved
by shareholders at the General Meeting.
1.3. Unless otherwise indicated, capitalised words and terms
contained in this announcement shall bear the same meanings
ascribed thereto in the Circular.
2. IMPLEMENTATION OF THE OFFERS
2.1. Accordingly, the Offers are unconditional and the salient
dates and times in respect of the implementation of the Offers
are as follows:
2018
Last day to trade in order to participate Tuesday, 13 March
in the Offers
Shares trade “ex” the Offers on Wednesday, 14 March
Forms of Election and Surrender for the Friday, 16 March
Offers to be received by Computershare by
12:00 on (blue and/or pink)
Offers close at 12:00 on Friday, 16 March
Record date for the Offers (to determine Friday, 16 March
which Shareholders are entitled to
participate in the Odd-lot Offer and the
Specific Offer) at close of business on
Implementation of the Offers takes effect Friday, 16 March
after close of business on
Dematerialised Odd-lot Holders and Monday, 19 March
Dematerialised Specific Holders who have
accepted the Offers or are deemed to have
accepted the Odd-lot Offer will have their
accounts held at their CSDP or broker
credited with the Offer Price on
Payments of the Offer Price to Monday, 19 March
Certificated Odd-lot Holders and
Certificated Specific Holders who have
accepted the Offers on
Results of the Offers released on SENS on Monday, 19 March
Results of the Offers published in the Tuesday, 20 March
press on
Cancellation and termination of listing of Friday, 23 March
Quantum Shares repurchased in terms of the
Offers expected on or about
Notes:
1. Dematerialised Odd-lot Holders and Dematerialised Specific Holders are
requested to notify their duly appointed CSDP or broker of their election by
the cut-off time stipulated by their CSDP or broker. This will be an earlier
date than the closing of the Offers.
2. Shareholders may not Dematerialise or rematerialise their Shares after the
last day to trade, being Tuesday, 13 March 2018.
3. OFFER PRICE IN RESPECT OF THE OFFERS
3.1. The offer price per share in respect of the Offers has been
calculated using the volume weighted average price for a
Quantum ordinary share (“Share”) traded on the JSE over the 10
trading days immediately prior to the General Meeting,
commencing on Friday, 9 February 2018 and ending on Thursday,
22 February 2018 (which price was R3,68145), plus a 5% premium
of R0,18407 (“Offer Price”). Shareholders are advised that the
gross Offer Price is therefore R3,86552 per Share (“Gross
Offer Price”) and that the net Offer Price is R3,09241 per
Share (“Net Offer Price”). The determination of the Net Offer
Price and dividend tax is set out in paragraph 4 below.
3.2. Shareholders who elect to sell, or who are deemed to have
elected to sell their Shares in terms of the Offers will each
receive either the Gross Offer Price or the Net Offer Price,
depending on their status in relation to dividend tax as
detailed below.
3.3. Shareholders holding less than 100 Shares who do not make an
election on whether or not to sell their Shares in terms of
the odd-lot offer in accordance with the procedure detailed in
the Circular will be deemed to have elected to sell their
Shares.
4. DIVIDEND TAX
4.1. Shareholders who elect to sell, or who are deemed to have
elected to sell, their Shares in terms of the Offers for a
cash consideration will receive:
4.1.1. if they are exempt from dividend tax, the full Gross Offer
Price per Share sold; and
4.1.2. if they are not exempt from dividend tax, the Net Offer
Price per Share sold.
4.2. The reason for the lower Net Offer Price is because the Offer
Price is subject to the withholding of dividend tax at a rate
of 20%, in respect of those shareholders (i.e. beneficial
owners) who are not exempt from dividend tax, and accordingly
the Net Offer Price amounts to R3,09241 per Share after
deducting dividend tax at a rate of 20% from the Gross Offer
Price per Share.
4.3. The Offer Price will be paid from revenue reserves.
Wellington
6 March 2018
Transaction Advisor and Sponsor
PSG Capital Proprietary Limited
Date: 06/03/2018 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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