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Announcement Of The Firm Intention Of Sekunjalo To Make An Offer To The Relevant PFB Shareholders
PREMIER FISHING AND BRANDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018598/06)
JSE share code: PFB
ISIN: ZAE000247516
("PFB")
ANNOUNCEMENT OF THE FIRM INTENTION OF SEKUNJALO TO MAKE AN OFFER TO THE
RELEVANT PFB SHAREHOLDERS TO ACQUIRE 6.14% OF THE ORDINARY SHARES IN PFB BY WAY
OF A SCHEME OF ARRANGEMENT
1. INTRODUCTION
1.1 Shareholders of PFB (“PFB Shareholders”) are referred to the (i) joint firm intention
announcement and withdrawal of cautionary announcements released by African Equity
Empowerment Investments Limited (“AEEI”) and PFB on SENS on Friday, 9 December 2022;
and (ii) updates on the proposed transaction released by AEEI and PFB on SENS on
Wednesday, 8 February 2023, relating to the offer from AEEI to acquire 15,976,380 ordinary
shares constituting 6.14% of the issued ordinary share capital of PFB ("Scheme Shares") from
the holders of the Scheme Shares (“PFB Minority Shareholders”).
1.2 PFB Shareholders are hereby advised that:
1.2.1 AEEI will not continue with the aforesaid transaction, and the Takeover Regulation Panel
(“TRP”) has agreed to the substitution of offeror with Sekunjalo Investment Holdings
Proprietary Limited (“Sekunjalo”); and
1.2.2 Sekunjalo has provided PFB with written notice of its firm intention to make an offer to the
PFB Minority Shareholders to acquire the Scheme Shares (the “Offer”) in terms of a
scheme of arrangement contemplated in section 114(1)(c) of the Companies Act, No. 71 of
2008 (“Companies Act”).
1.3 The purpose of this firm intention announcement ("Firm Intention Announcement") is to advise
PFB Shareholders of the terms and conditions of the Offer, in compliance with Regulation 101
of the Companies Regulations, 2011 (“Companies Regulations”).
2. THE OFFER AND CONSIDERATION
2.1 The Offer will be proposed by way of a scheme of arrangement (“Scheme”) in terms of
section 114(1)(c) of the Companies Act between Sekunjalo and the PFB Minority Shareholders,
to be proposed by the board of directors of PFB (“PFB Board”) (on recommendation of the
Independent Board (as defined below)), in terms of which Sekunjalo will acquire the Scheme
Shares at the Scheme Consideration (as defined below) and upon the terms and subject to the
conditions set out in the circular to be distributed to PFB Shareholders in due course (“Circular”).
Subsequent to the Scheme becoming operative, PFB shall delist from the securities exchange
operated by the JSE Limited (“JSE”) (the Scheme and the delisting hereinafter referred to as the
“Proposed Transaction”).
2.2 The Scheme will be subject to the fulfilment or waiver (as the case may be) of the conditions set
out in paragraph 5 below.
2.3 If the Scheme becomes unconditional, the consideration offered by Sekunjalo to the PFB
Minority Shareholders in terms of the Offer shall be a cash consideration of R1.60 per Scheme
Share (“Scheme Consideration”).
3. RATIONALE FOR THE OFFER AND BACKGROUND
3.1 Since 2 March 2017, PFB has been listed on the JSE. The rationale of the listing at the time
was, inter alia, to provide PFB with access to capital in order to grow its business both organically
and by way of acquisitions, and to provide shareholders with a liquid, tradeable asset within a
regulated environment and with a market-determined share price.
3.2 Sekunjalo owns a total of 9,272,393 shares out of the 260,000,000 issued share capital in PFB,
which equates to 3.57% of the shares in issue. The PFB Minority Shareholders hold 6.14% of
the issued share capital of PFB, and the remaining 90.29% is held as to:
3.2.1 56.23% by AEEI; and
3.2.2 34.06% by 3Laws Capital South Africa Proprietary Limited (“3Laws”).
3.3 AEEI is controlled by Sekunjalo.
3.4 The PFB Board is of the opinion that its current listed structure no longer benefits PFB (and
indirectly, its shareholders) due to the illiquidity and low free float of PFB shares, as well as the
substantial administrative costs associated with, and the corporate burden of management time
being spent on its listing.
3.5 The successful implementation of the Proposed Transaction will result in a substantial decrease
in administrative costs and significantly less time and energy being required from PFB’s
executives in ensuring compliance with the Listings Requirements of the JSE.
3.6 Post the successful implementation of the Proposed Transaction, including the delisting of PFB’s
shares from the JSE, PFB will continue to be dynamic and continuously adapting in order to look
after the needs of stakeholders.
4. APPOINTMENT OF INDEPENDENT BOARD AND INDEPENDENT EXPERT
4.1 In accordance with Regulation 108 of the Companies Regulations, PFB has constituted an
independent board comprising Rosemary Mosia, Clifford van der Venter and Patrick
Mngconkola (“Independent Board”) to consider the terms and conditions, and the merits, of the
Scheme and the Offer.
4.2 The Independent Board has appointed Exchange Sponsors Projects Proprietary Limited
(the “Independent Expert”) to act as Independent Expert in accordance with Regulation 110 of
the Companies Regulations to advise the Independent Board and report to the Independent
Board on the Scheme and Offer by way of a fair and reasonable opinion. The Independent
Expert’s full report will be included in the Circular to be issued to PFB Shareholders.
5. CONDITIONS TO THE PROPOSED TRANSACTION
5.1 The Scheme shall be proposed by the PFB Board (on recommendation of the Independent
Board), in accordance with section 114(1)(c) of the Companies Act and the Companies
Regulations and accordingly, the Scheme constitutes an “affected transaction”, as defined in
section 117 of the Companies Act, more specifically, an affected transaction contemplated in
section 117(c)(iii) of the Companies Act.
5.2 The implementation of the Proposed Transaction will be subject to the fulfilment and/or waiver
(to the extent that any of such conditions are capable of being waived) of the following conditions
precedent by no later than 31 May 2023:
5.2.1 the JSE and the TRP having approved the Circular;
5.2.2 the TRP having issued a compliance certificate in relation to the Scheme in terms of
section 119(4) of the Companies Act;
5.2.3 the Scheme being approved by way of special resolution (“Scheme Resolution”)
adopted by the requisite majority of PFB Shareholders at a general meeting of the
shareholders, as contemplated in section 115(2)(a) of the Companies Act, and in the
event of the provisions of section 115(3)(a) of the Companies Act becoming applicable:
5.2.3.1 PFB must within 10 business days of the Scheme Resolution having been
passed, apply to a court for approval of the Scheme in terms of section
115(5)(a) of the Companies Act. The Scheme must be approved by a court
unconditionally, or subject to conditions. The person on whom such
conditions are imposed must approve such conditions and undertake in
writing to comply therewith; and
5.2.3.2 PFB not treating the Scheme Resolution as a nullity as contemplated in
section 115(5)(b) of the Companies Act.
5.3 Unless all the conditions precedent have been fulfilled or waived by not later than the date for
fulfilment thereof set out in paragraph 5.2 (or such later date or dates as may be agreed between
Sekunjalo and PFB) the Offer will lapse and will never become of any force or effect and the
status quo ante will be restored as near as may be possible and neither Sekunjalo nor PFB will
have any claim against the other in terms hereof or arising from the failure of the conditions
precedent.
6. SALIENT DATES AND TIME
6.1 The table below sets out the expected key dates relating to the Scheme –
PFB to release Firm Intention Announcement on SENS Friday, 3 March 2023
Record date to be eligible to receive Circular Friday, 24 March 2023
Circular to be posted to PFB Shareholders Monday, 3 April 2023
Last day to trade in order to be eligible to vote at the Scheme
Tuesday, 25 April 2023
Meeting
Voting record date to be eligible to participate in and vote at the
Friday, 28 April 2023
Scheme Meeting by 17h00 on
Scheme Meeting to be held on Friday, 5 May 2023
6.2 All dates and times may be changed by mutual agreement between Sekunjalo and PFB and/or
may be subject to the obtaining of certain regulatory approvals. Any change will be published
on SENS.
7. BENEFICIAL INTEREST IN PFB ORDINARY SHARES
7.1 Sekunjalo has disclosed the following beneficial interests in PFB held by Sekunjalo, persons
related to Sekunjalo and persons acting in concert with Sekunjalo:
Shareholder Number of PFB Shares Percentage of PFB Shares
AEEI 146,200,000 56.23%
3Laws 88,551,227 34.06%
Sekunjalo 9,272,939 3.57%
Ki Capital Management
70,000 0.03%
Proprietary Limited
F M Surve 130,000 0.05%
K Abdulla 500,000 0.19%
P Amod 4,500 0.002%
I Amod 22,222 0.01%
Total 244,750,342 94.142%
7.2 The PFB Shareholders (including Sekunjalo) listed in the table in paragraph 7.1 above are
concert parties in relation to the Scheme, as contemplated in Regulation 84 of the Companies
Regulations, and therefore:
7.2.1 have made declarations in the required form to PFB and the TRP;
7.2.2 will not be entitled to vote at the Scheme Meeting; and
7.2.3 will not have their shareholding taken into account in the determination of a quorum.
8. INDEPENDENT BOARD AND PFB BOARD RESPONSIBILITY STATEMENT
The Independent Board and the PFB Board accept responsibility for the information contained in this
announcement insofar as it relates to details in respect of PFB and the Offer. To the best of their
knowledge and belief, the information contained in this announcement is true and this announcement
does not omit anything likely to affect the importance of the information.
9. OFFEROR RESPONSIBILITY STATEMENT
Sekunjalo accepts responsibility for the information contained in this announcement insofar as it relates
to detail around Sekunjalo and the Offer. To the best of its knowledge and belief, the information contained
in this announcement is true and this announcement does not omit anything likely to affect the importance
of the information.
10. CASH CONFIRMATION
The funds to settle the Scheme Consideration are in place and, in accordance with Regulation 111(4)
and 111(5) of the Companies Regulations, Sekunjalo has obtained and delivered to the TRP an
irrevocable unconditional confirmation from Adriaans Attorneys Inc. that it holds sufficient cash in its trust
account for the total Scheme Consideration.
11. POSTING OF THE COMBINED CIRCULAR
11.1 PFB and Sekunjalo have indicated that their current intention is to issue a combined Circular to
PFB Shareholders, containing full terms and conditions of the Offer.
11.2 Full details of the Offer as well as the Independent Expert’s opinion and the recommendation of
the Independent Board will be included in the Circular which will contain, inter alia, the terms of
the Offer and pertinent dates relating to the Offer. The Circular is expected to be posted on or
about Monday, 3 April 2023.
CAPE TOWN
3 March 2023
LEGAL ADVISER TO SEKUNJALO
Clyde & Co Inc.
CORPORATE ADVISOR TO SEKUNJALO
Vunani Capital Partners
LEGAL ADVISER TO PFB
Smith Tabata Buchanan Boyes Inc. (STBB)
SPONSOR TO PFB
Vunani Capital Partners
Date: 03-03-2023 09:33:00
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