QUANTUM FOODS HOLDINGS LIMITED - Tender Offer - Distribution of Circular

Release Date: 19/07/2018 08:30
Code(s): QFH
 
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Tender Offer - Distribution of Circular

QUANTUM FOODS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2013/208598/06)
Share code: QFH
ISIN: ZAE000193686
(“Quantum” or “the Company”)

TENDER OFFER - DISTRIBUTION OF CIRCULAR

INTRODUCTION

Shareholders are hereby advised that Quantum is making a voluntary pro rata tender offer to
all shareholders to repurchase up to 11 080 481 ordinary no par value shares in the share
capital of Quantum (“Shares”), constituting up to 4.99999% of the issued Shares of the
Company (“Tender Offer Cap”), from its shareholders, on a pro rata basis (together, the
“Tender Offer”), thereby creating a liquidity event for its shareholders wishing to dispose of
some or all of their Shares. The Tender Offer will also reduce the ongoing administrative costs
associated with housing a large number of shareholders (to the extent that they sell all their
Shares).

In terms of the Tender Offer, each shareholder is entitled to sell up to 4.99999% of the Shares
registered in such shareholder’s name, rounded down to the nearest whole number (“Basic
Entitlement”) on the record date of the Tender Offer. Shareholders are also entitled to sell
additional Shares held by them in excess of their Basic Entitlement to the extent that other
Shareholders tender less than their Basic Entitlement. Any such excess tenders will be
satisfied, on a pro rata basis, in proportion to all amounts tendered in excess of the Basic
Entitlement (rounded down to the nearest whole number of Shares), subject to the Tender
Offer Cap.

The Shares will be repurchased at a price per share equal to the volume weighted average
traded price of the Shares for the 10 trading days ending Friday, 3 August 2018, plus a
premium of 5%.

DISTRIBUTION OF CIRCULAR

A circular (“Circular”), detailing the Tender Offer, will be distributed to shareholders today,
Thursday, 19 July 2018.

The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
sponsor, PSG Capital, from Thursday, 19 July 2018 until Friday, 17 August 2018 (both days
inclusive). A copy of the Circular will also be available on the Company’s website
www.quantumfoods.co.za/shareholder-notices/.

IMPORTANT DATES AND TIMES

Shareholders are referred to the table below setting out important dates and times in relation
to the Tender Offer.
                                                                                          2018

Record date to determine which Shareholders are entitled to                    Friday, 13 July
receive the Circular

Circular incorporating the Form of Election and Surrender for                  Thursday, 19 July
the Tender Offer (grey) to be posted to Shareholders on

Distribution of Circular incorporating the Form of Election and                Thursday, 19 July
Surrender for the Tender Offer (grey) to be announced on
SENS

Tender Offer open at 09:00                                                     Thursday, 19 July

Distribution of Circular incorporating the Form of Election and                Friday, 20 July
Surrender for the Tender Offer (grey) to be announced in the
press

Finalisation announcement (including the final Tender Offer                    Monday, 6 August
Price) released on SENS on or before

Last day to trade in order to participate in the Tender Offer                  Tuesday, 14 August

Shares trade “ex” the Tender Offer on                                          Wednesday, 15 August

Forms of Election and Surrender for the Tender Offer (grey) to                 Friday, 17 August
be received by Computershare by 12:00 on

Tender Offer closes at 12:00 on                                                Friday, 17 August

Record date to determine which Shareholders are entitled to                    Friday, 17 August
participate in the Tender Offer at close of business on

Dematerialised Shareholders who have accepted the Tender                       Monday, 20 August
Offer will have their accounts held at their CSDP or broker
credited with the Tender Offer Price on

Payments of the Tender Offer Price to Certificated                             Monday, 20 August
Shareholders on

Results of the Tender Offer released on SENS on                                Monday, 20 August

Results of the Tender Offer published in the press on                         Tuesday, 21 August

Cancellation and termination of listing of Quantum Shares                     Tuesday, 21 August
repurchased in terms of the Tender Offer expected on or
about

Notes:

1.   All dates and times indicated above are South African Standard Time.

2.   The above dates and times are subject to amendment at the discretion of the Company.
      Any such amendment will be released on SENS and published in the South African
      press.

3.   Shareholders should note that as transactions in shares are settled in the electronic
      settlement system used by Strate, settlement of trades takes place three business days
      after such trade. Therefore, shareholders who acquire shares in the Company after
      close of trade on Tuesday, 14 August 2018 will not be eligible to participate in the Tender
      Offer.

Wellington
19 July 2018

Sponsor and Transaction Advisor

PSG Capital

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