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QUANTUM FOODS HOLDINGS LIMITED - Quantum Specific Repurchase - Distribution Of Circular And Notice Of General Meeting

Release Date: 05/04/2019 10:00
Code(s): QFH     PDF:  
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Quantum Specific Repurchase - Distribution Of Circular And Notice Of General Meeting

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

QUANTUM SPECIFIC REPURCHASE - DISTRIBUTION OF CIRCULAR AND NOTICE OF
GENERAL MEETING

INTRODUCTION

Shareholders of Quantum (“Shareholders”) are referred to the announcement released by
the Company on SENS on Wednesday, 6 March 2019, in terms of which Shareholders were
advised that Quantum approached various black shareholders (“BEE Parties”) with a non-
binding offer to repurchase (either itself and/or through a nominated subsidiary) 18 091 661
shares in the issued share capital of Quantum (“Repurchase Shares”).

Shareholders are furthermore advised that the Company and its wholly-owned subsidiary,
Quantum Foods Proprietary Limited (“Quantum Subco”), have entered into binding
repurchase agreements with each of the BEE Parties in terms of which Quantum agreed to
repurchase 10 505 000 of the Repurchase Shares and Quantum Subco agreed to purchase
7 586 661 of the Repurchase Shares (“Specific Repurchase”) at a repurchase price of R3.30
per Repurchase Share (“Repurchase Price”). The Repurchase Price represents a discount
of 5.839% to the volume weighted average trading price of the ordinary shares in the issued
share capital of Quantum traded on the JSE over the 30 trading days up to Monday, 25 March
2019.

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

A circular (“Circular”), detailing the Specific Repurchase, will be distributed to shareholders
today, Friday, 5 April 2019. The Circular also incorporates a notice convening a general
meeting of shareholders (“General Meeting”) for the purpose of considering, and, if deemed
fit, passing, with or without modification, the resolution contained in such notice.

Notice is hereby given that the General Meeting will be held at 10:00 on Monday, 27 May 2019
at the Quantum Foods Building, 11 Main Road, Wellington, to consider and, if deemed fit, to
pass, with or without modification, the requisite resolution required for the Specific
Repurchase.

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 Friday, 5 April 2019 until Monday, 27 May 2019 (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 General Meeting and the Specific Repurchase.
                                                                                        2019

 Notice record date, being the date on which a shareholder                     Friday, 29 March
 must be registered in the Company’s register in order to be
 eligible to receive notice of the General Meeting

 Announcement of distribution of Circular and notice convening                 Friday, 5 April
 the General Meeting released on SENS on

 Circular incorporating the notice of General Meeting and form                 Friday, 5 April
 of proxy, distributed to shareholders on

 Last day to trade shares in order to be recorded in the register              Tuesday, 14 May
 to vote at the General Meeting (see note 3 below) on

 General Meeting record date, being the date on which a                        Friday, 17 May
 shareholder must be registered in the register in order to be
 eligible to attend and participate in the General Meeting and to
 vote thereat, by close of trade on

 For administrative reasons, forms of proxy in respect of the                  Thursday, 23 May
 General Meeting to be lodged at or received via post or e-mail
 by the Company’s transfer secretaries, Computershare
 Investor Services Proprietary Limited, by no later than 10:00
 on

 Anticipated date for the release of Quantum’s interim results                 Thursday, 23 May
 
 Form of proxy in respect of the General Meeting to be handed                  Monday, 27 May
 to the chairperson of the General Meeting or the transfer
 secretaries at the General Meeting, at any time before the
 proxy exercises any rights of the shareholder at the General
 Meeting on

 General Meeting held at 10:00 on                                              Monday, 27 May

 Results of the General Meeting published on SENS on                           Monday, 27 May

 Results of the General Meeting published in the South African                 Tuesday, 28 May
 press on

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 May 2019 will not be eligible to attend, participate in and
      vote at the General Meeting.

Wellington
5 April 2019

Sponsor and Transaction Advisor

PSG Capital

Date: 05/04/2019 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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