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Tender Offer - Distribution of Circular
PBT Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
JSE Share code: PBG ISIN: ZAE000256319
("PBT" or “the Company”)
TENDER OFFER – DISTRIBUTION OF CIRCULAR
1. Introduction
Ordinary shareholders of the Company (“Shareholders”) are hereby advised that PBT is making a
voluntary pro rata tender offer to all Shareholders to repurchase up to 5 384 254 ordinary no par
value shares in the capital of PBT (“Shares”), constituting up to 4.99999% of the issued Shares of
the Company (“Tender Offer Limit”), from its Shareholders (“Tender Offer”), thereby providing
Shareholders wishing to dispose of some or all of their Shares with a liquidity event and reducing
the Company’s administrative costs, in the event and to the extent that Shareholders sell all their
Shares in terms of the Tender Offer. PBT will bear the transfer costs in respect of Shareholders
accepting the Tender Offer thus enabling Shareholders to dispose of their shareholding in a cost
effective manner. Concomitantly the Tender Offer will enhance Shareholder value for those
Shareholders that do not accept the Tender Offer.
2. Terms of the Tender Offer
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 (their “Basic
Entitlement”) on the record date of the Tender Offer. In addition, Shareholders are entitled to sell
additional Shares held by them on the record date 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 Limit.
Shareholders who do not make an election to tender their Shares will retain their shareholding in
PBT. The salient dates of the Tender Offer are set out in paragraph 5 below.
3. Tender Offer Price
The Tender Offer Price is 215 cents per Share and was calculated using the volume weighted
average traded price of 201.7 cents per Share for the 30 trading days ending Tuesday, 18 February
2020, plus a 6.6% premium (“Tender Offer Price”). The Tender Offer Price will be settled in cash on
Monday, 23 March 2020.
4. Distribution of Circular
A circular detailing the Tender Offer and incorporating a form of election and surrender, for use by
certificated Shareholders only, will be distributed to Shareholders today, Thursday, 27 February
2020 (“Circular”). The Circular is available in English only and copies may be obtained during normal
business hours from the registered office of PBT and from the offices of the Company’s sponsor,
Sasfin Capital, from Thursday, 27 February 2020 until Friday, 20 March 2020 (both days inclusive).
A copy of this Circular will also be available on PBT’s website (www.pbtgroup.co.za) from Thursday,
27 February 2020.
5. Important Dates and Times
2020
Record date to determine which Shareholders are entitled to Friday, 21 February
receive the Circular
Circular incorporating the form of election and surrender to be Thursday, 27 February
posted to Shareholders on
Distribution of Circular and form of election and surrender to be Thursday, 27 February
announced on SENS
Tender Offer opens at 9:00 on Thursday, 27 February
Distribution of Circular incorporating the Form of Election and Friday, 28 February
Surrender to be announced in the press
Last day to trade in order to participate in the Tender Offer Tuesday, 17 March
Shares trade “ex” the Tender Offer on Wednesday, 18 March
Forms of Election and Surrender to be received by Link Market Friday, 20 March
Services by 12:00pm on
Tender Offer closes at 12:00pm on Friday, 20 March
Record date to determine which Shareholders are entitled to Friday, 20 March
participate in the Tender Offer at close of business on
Dematerialised Shareholders who have accepted the Tender Offer Monday, 23 March
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 Shareholders Monday, 23 March
on
Results of the Tender Offer released on SENS on Monday, 23 March
Results of the Tender Offer published in the press on Tuesday, 24 March
Cancellation and termination of listing of PBT Shares repurchased Friday, 27 March
in terms of the Tender Offer expected on or about
Notes:
1. The above dates and times may be subject to amendment. Any such amendment will be
published on SENS and in the press. All times given 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. Where certificated Shareholders 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, 23 March 2020, if such Shareholders’ banking details have been provided in the relevant
form of election and surrender. The Company has discontinued payments by cheque and
payment to certificated Shareholders is dependent on Link Market Services being in possession
of such certificated Shareholder’s banking details.
4. Shareholders may not dematerialise or rematerialise their Shares between Wednesday, 18
March 2020 and Friday, 20 March 2020, both dates inclusive.
Cape Town
27 February 2020
Sponsor:
Sasfin Capital
A member of the Sasfin Group
Date: 27-02-2020 08:00:00
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