QUANTUM FOODS HOLDINGS LIMITED - Finalisation Announcement In Relation To The Tender Offer And Confirmation Of The Tender Offer Price

Release Date: 06/08/2018 11:30
Code(s): QFH
 
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Finalisation Announcement In Relation To The Tender Offer And Confirmation Of The Tender Offer Price

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”)


FINALISATION ANNOUNCEMENT IN RELATION TO THE TENDER OFFER AND
CONFIRMATION OF THE TENDER OFFER PRICE


INTRODUCTION

Shareholders are referred to the circular (“Circular”) containing all the relevant information
relating to the tender offer to repurchase up to a maximum of 11 080 481 shares in the issued
share capital of the Company from shareholders on a pro rata basis (“Tender Offer”), that
was distributed to shareholders on Thursday, 19 July 2018.

Unless otherwise indicated, capitalised words and terms contained in this announcement shall
bear the same meanings ascribed thereto in the Circular.

IMPLEMENTATION OF THE TENDER OFFER

The salient dates and times in respect of the implementation of the Tender Offer are as follows:

                                                                                   2018

 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 times quoted in this Circular are local times in South Africa.
    2.   Dematerialised Shareholders 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 Tender Offer.

    3.   In the case of Certificated Shareholders who choose to accept the Tender Offer,
         payment will be made by electronic funds transfer into the bank accounts of the
         Certificated Shareholder on or about Monday, 20 August 2018, if such Shareholders’
         banking details have been provided in the relevant Form of Election and Surrender. To
         combat the increase in cheque fraud, the Company has discontinued payments by
         cheque and accordingly, payment to Certificated Shareholders is dependent on the
         Transfer Secretaries being in possession of such Certificated Shareholder’s banking
         details.

    4.   Shareholders may not Dematerialise or rematerialise their Shares between Wednesday,
         15 August 2018 and Friday, 17 August 2018, both dates inclusive.

TENDER OFFER PRICE IN RESPECT OF THE TENDER OFFER

The tender offer price per share in respect of the Tender Offer has been calculated using the
volume weighted average traded price for a Quantum ordinary share (“Share”) traded on the
JSE over the 10 trading days ending on Friday, 3 August 2018 (which price was R4.26324),
plus a 5% premium of R0.21316 (“Tender Offer Price”). Accordingly, shareholders are
advised that the gross Tender Offer Price is therefore R4.47640 per Share (“Gross Tender
Offer Price”) and that the net Tender Offer Price is R3.58112 per Share (“Net Tender Offer
Price”). The determination of the Net Tender Offer Price and dividend tax is set out below.

Shareholders who elect to sell their Shares in terms of the Tender Offer will each receive either
the Gross Tender Offer Price per Share or the Net Tender Offer Price per Share, depending
on their status in relation to dividend tax as detailed below.

DIVIDEND TAX

Shareholders who elect to sell their Shares in terms of the Tender Offer for the Tender Offer
Price will receive:

•        if they are exempt from dividend tax, the full Gross Tender Offer Price per Share sold;
         and

•        if they are not exempt from dividend tax, the Net Tender Offer Price per Share sold.

The reason for the lower Net Tender Offer Price is because the Tender Offer 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 Tender Offer Price
amounts to R3.58112 per Share after deducting dividend tax at a rate of 20% from the Gross
Tender Offer Price per Share.

The Tender Offer Price will be paid from revenue reserves.
Wellington
6 August 2018

Sponsor and Transaction Advisor

PSG Capital

Date: 06/08/2018 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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