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PEREGRINE HOLDINGS LIMITED - Update on the disposal of Peregrine Securities

Release Date: 26/09/2018 12:05
Code(s): PGR     PDF:  
Wrap Text
Update on the disposal of Peregrine Securities

PEREGRINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/006026/06)
Share code: PGR ISIN: ZAE000078127
("Peregrine" or "the company")


UPDATE ON THE DISPOSAL OF PEREGRINE SECURITIES


Shareholders are referred to the announcement released on SENS on 13 June 2018 relating to the receipt of a
non-binding proposal from Legae Holdings Proprietary Limited, an entity representing certain management
of Legae Securities and Peregrine Securities and a Black Economic Empowerment consortium ("the
Consortium") to acquire, as one indivisible transaction, with effect from 1 October 2018 –

-    from Peregrine SA Holdings Proprietary Limited ("Peregrine SA") its 65% shareholding in both
     Peregrine Securities Proprietary Limited and in Peregrine Fund Platform Proprietary Limited
     (collectively "Peregrine Securities"); and

-    from Peregrine International Holdings Limited ("PIH") its 65% shareholding in Peresec International
     Limited ("Peregrine Securities International"),

(collectively, the "Transaction").

Shareholders are advised that the agreements to dispose of Peregrine Securities and Peregrine Securities
International to Nkholi Consolidated Investments Proprietary Limited and Peresec Holdings Limited
(collectively, the "Purchasers") respectively have been executed on 26 September 2018.

The Transaction is subject to the fulfilment or waiver, by no later than 31 December 2018, of the following
suspensive conditions –

-    the grant by the Guernsey Financial Services Commission of a no objection letter in respect of the
     proposed disposal by PIH of the shares in Peregrine Securities International;
-    the unconditional approval by the Competition Authorities so as to enable the parties to implement the
     Transaction; and
-    the implementation of certain internal corporate restructuring to be effected prior to the implementation
     of the Transaction.

While it is anticipated that the Transaction will be implemented during late October/early November 2018,
Peregrine Securities Proprietary Limited will trade as Legae Peresec from 1 October 2018.

The aggregate purchase price payable by the Purchasers is a minimum of R910 million comprising –

-    in respect of Peregrine Securities, R760 million plus 65% of the after tax profits of Peregrine Securities
     for the 6 month period from 1 April 2018 to 30 September 2018, payable to Peregrine SA; and

-    in respect of Peregrine Securities International, R150 million plus 65% of the after tax profits of
     Peregrine Securities International for the 6 month period from 1 April 2018 to 30 September 2018,
     payable to PIH.

The proceeds received by Peregrine SA and PIH (after payment of all taxes arising on the Transaction) will
be used to settle outstanding interest bearing debt, pursue earmarked investments and residual cash will be
returned to shareholders either by way of a share buyback or a special dividend.

Save as otherwise detailed in this announcement, the rationale, terms and other details relating to the
Transaction as set out in the 13 June 2018 announcement remain applicable.

The Transaction constitutes a Category 2 transaction for the purposes of the JSE Listings Requirements and
accordingly is not subject to Peregrine shareholder approval.

26 September 2018


Corporate advisor and joint sponsor
Java Capital

Joint sponsor
Deloitte & Touche Sponsor

Date: 26/09/2018 12:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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