PEREGRINE HOLDINGS LIMITED - Sale of remaining 50% shareholding in Stenham Asset Management Holdings Limited

Sale of remaining 50% shareholding in Stenham Asset Management Holdings Limited

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


SALE OF REMAINING 50% SHAREHOLDING IN STENHAM ASSET MANAGEMENT HOLDINGS LIMITED


Shareholders are referred to the voluntary announcement released on SENS on 24 October 2019 wherein shareholders
were advised that Stenham Group Limited (“Stenham Group”), an indirect wholly owned subsidiary of Peregrine, had
agreed to sell 50% of its shareholding in Stenham Asset Management Holdings Limited (“SAM”) (the holding company
of the asset management arm of the Stenham group) to management (the “initial SAM disposal”).

Shareholders are advised that in terms of the shareholders’ agreement entered into between Stenham Group, SAM
Global Limited (“SAM Global”) and SAM pursuant to the conclusion of the initial SAM disposal, if a firm intention to
make an offer is made in respect of Peregrine or received by the board of Peregrine prior to 31 December 2020, which
offer will, if implemented, result in Peregrine’s shares ceasing to be listed on the JSE, Stenham Group will be required
to sell to SAM Global and SAM Global will be required to purchase from Stenham Group, the remaining 50% of
Stenham Group’s shareholding in SAM, comprising 4 444 500 SAM A ordinary shares (the “SAM shares”) for a
purchase consideration of £8 million (the “remaining SAM disposal”) (the initial SAM disposal and remaining SAM
disposal are collectively referred to as the “SAM disposals”).

In the circumstances, given that the joint offer by Business Venture Investments No 2137 (RF) Limited and Business
Venture Investments No 2138 (RF) Proprietary Limited (the “offerors”) to Peregrine shareholders to acquire all or a
portion of the Peregrine shares, excluding treasury shares (“offer shares”), as detailed in the combined offer circular
issued to Peregrine shareholders on 12 June 2020 (collectively, the “offer”) has been made, subject to the conditions
precedent stated below, the remaining SAM disposal will be implemented.

The remaining SAM disposal is conditional on:

-     either:

      -         approval of the scheme of arrangement between Peregrine and Peregrine shareholders (“scheme”)
                proposed by the Peregrine board pursuant to the offer; or
      -         in the event that the scheme is not approved, Peregrine shareholders accepting the general offer by the
                offerors in respect of at least 45% of the offer shares; and

-     the receipt of unconditional approval for the remaining SAM disposal from all relevant regulatory authorities.

Stenham Group will dispose of the SAM shares to SAM Global with payment to be made by no later than 6 business
days following the fulfilment of the above conditions precedent (the “payment date”).

The SAM shares will be sold by Stenham Group to SAM Global excluding the right to all undistributed net profits
available for distribution between 31 March 2020 and the payment date, less the working capital requirements of SAM
and its subsidiaries for 3 months, budgeted capital expenditure and regulatory capital.

The shareholders’ agreement in respect of the remaining SAM disposal contains undertakings and warranties that are
usual for a transaction of this nature.

Peregrine’s investment in SAM had a carrying value of R256.5 million at 31 March 2020 and its share of profit after
tax amounted to R33.5 million for the year ended 31 March 2020, as extracted from Peregrine’s reviewed condensed
consolidated provisional results for the year ended 31 March 2020 prepared in terms of International Financial Reporting
Standards. The aggregate proceeds of the SAM disposals are R249.2 million (£11.25 million converted at the relevant
exchange rate on 31 March 2020). The proceeds of the SAM disposals will be invested in an interest-bearing facility.
The remaining SAM disposal when aggregated with the initial SAM disposal, is categorised as a category 2 transaction
in terms of the JSE Listings Requirements. Accordingly, it is not subject to approval by shareholders.

26 June 2020


Joint sponsor and corporate advisor to Peregrine
Java Capital

Joint sponsor to Peregrine
Deloitte & Touche Sponsor Services (Proprietary) Limited

Date: 26-06-2020 10:15:00
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