Wrap Text
Posting of supplementary offer documents, notice of postponement of meeting, updated salient dates and pro formas
PEREGRINE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number 1994/006026/06
Share Code: PGR
ISIN: ZAE000078127
(“Peregrine” or the “Company”)
POSTING OF THE SUPPLEMENTARY OFFER DOCUMENTS, NOTICE OF POSTPONEMENT OF THE GENERAL MEETING, UPDATED
SALIENT DATES AND TIMES IN RESPECT OF THE OFFER AND REVISED PRO FORMA FINANCIAL EFFECTS
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the combined offer circular to Peregrine shareholders, accompanied by the prospectus
in respect of Business Venture Investments No 2137 (RF) Limited, dated Friday, 12 June 2020 (collectively, the
“Offer Documents”).
1. INTRODUCTION
Peregrine Shareholders are referred to the Firm Intention Announcement published by Peregrine on SENS
and ANS on 13 March 2020, the subsequent announcements pertaining to the Offer, published on SENS and
ANS on 18 March 2020, 7 April 2020, 15 April 2020, 12 June 2020 and 3 July 2020 and the Offer
Documents.
2. POSTING OF THE SUPPLEMENTARY OFFER DOCUMENTS
2.1 Following publication of the Offer Documents, Peregrine published its reviewed condensed
consolidated provisional results for the year ended 31 March 2020 (“FY2020 Results”) on 23 June
2020. The pro forma financial effects of the Offer on an Offer Participant who receives the Share
Consideration, as previously disclosed in the Circular, have accordingly been revised based on the
FY2020 Results.
2.2 In the circumstances, in accordance with:
2.2.1 paragraph 11.56 of the JSE Listings Requirements, a supplementary circular, including the
revised pro forma financial information (“Supplementary Circular”); and
2.2.2 sections 100(11) and 100(12) of the Companies Act and Regulation 78, a report published
as a supplement to the InvestCo Prospectus (“InvestCo Report”),
(collectively, the “Supplementary Offer Documents”) have been distributed to Peregrine
Shareholders today, 17 July 2020. The Supplementary Offer Documents are also available on
Peregrine’s website: www.peregrine.co.za/News/Article/347, in respect of the Supplementary
Circular, and www.peregrine.co.za/News/Article/348, in respect of the InvestCo Report.
2.3 To obtain a thorough understanding of the Offer and the Delisting, Peregrine Shareholders are
advised to refer to the full terms and conditions pertaining thereto, as set out in the Offer
Documents and the Supplementary Offer Documents.
3. GENERAL MEETING
3.1 Peregrine Shareholders are referred to the announcement published by Peregrine on SENS and ANS
on 3 July 2020 regarding the postponement of the General Meeting and are advised that the General
Meeting will now be held, subject to the Company’s determination in terms of paragraph 3.2 below
or any postponement or adjournment thereof, in the Company’s main boardroom, 5th Floor, 1 Park
Lane, Wierda Valley, Sandown, Sandton, 2196 at 10:00 on Tuesday, 18 August 2020, to consider
and if deemed fit, pass the Resolutions, with or without modification, as set out in the Notice of
General Meeting incorporated into the Circular.
3.2 The General Meeting is expected to be held in person; however, as a result of the restrictions
associated with the COVID-19 pandemic, Peregrine Shareholders or their proxies may be prevented
from attending the General Meeting in person. In such circumstances, Peregrine may determine, by
way of notice to Peregrine Shareholders published on SENS, ANS and in the South African press by
no later than 10 Business Days prior to the General Meeting, that the General Meeting will take place
entirely by electronic means and/or that Peregrine Shareholders or their proxies will be entitled to
vote electronically, which notice will include details and instructions in respect of such arrangements.
4. UPDATED SALIENT DATES AND TIMES IN RESPECT OF THE OFFER
2020
Record date to determine which Peregrine Shareholders are entitled to Friday, 10 July
receive the Supplementary Offer Documents (refer to note 4), on
Publication of the Supplementary Offer Documents to Peregrine Friday, 17 July
Shareholders, on
Notice of publication of the Supplementary Offer Documents published on Friday, 17 July
SENS and ANS, on
Notice of publication of the Supplementary Offer Documents published in Monday, 20 July
the South African press, on
Last day to trade in Peregrine Shares in order to be recorded in the Tuesday, 4 August
Company’s Register of Peregrine Shareholders and thereby be eligible to
attend, speak and vote at the General Meeting (“General Meeting LDT”)
(refer to notes 5 and 6), on
The date on which a Peregrine Shareholder must be recorded in the Friday, 7 August
Register in order to be eligible to attend, speak and vote at the General
Meeting (“General Meeting Record Date”), on
Forms of Proxy to be received by the Transfer Secretaries by 10:00 (refer Friday, 14 August
to notes 7, 8, 9 and 10), on
Last date and time for Certificated Shareholders or Dematerialised Friday, 14 August
Shareholders with “own name” registration who submitted a Form of
Proxy to the Transfer Secretaries recording a vote in respect of the
Resolutions prior to the publication of the Supplementary Offer
Documents may withdraw such Form of Proxy, by way of written notice
to the Company (“Proxy Form Withdrawal Notice”) by 10:00 (refer to
note 9), on
Last date for Eligible Shareholders that have accepted the General Offer Monday, 17 August
prior to the publication of the Supplementary Offer Documents to
withdraw such acceptances by way of written notice to the Offerors, on
Last date and time for Peregrine Shareholders to give notice to Peregrine Tuesday,18 August
objecting to the Scheme Resolution in terms of section 164 of the
Companies Act by 10:00, on
General Meeting to be held at 10:00 (refer to note 10), on Tuesday,18 August
Results of the General Meeting published on SENS and ANS, on Tuesday,18 August
Results of the General Meeting published in the South African press, on Wednesday,19 August
If the Scheme is approved:
Last date on which Peregrine Shareholders who voted against the Scheme Tuesday, 25 August
Resolution can require Peregrine to seek court approval for the Scheme in
terms of section 115(3)(a) of the Companies Act (if applicable), on
Last date on which Peregrine Shareholders who voted against the Scheme Tuesday, 1 September
Resolution can make application to court in terms of section 115(3)(b) of
the Companies Act (if applicable), on
Last date for Peregrine to send notice of adoption of the Scheme Resolution Tuesday, 1 September
in terms of section 164(4) of the Companies Act to Peregrine Shareholders
who provided written notice of objection of and subsequently voted against
the Scheme Resolution, on
Expected last date for Dissenting Shareholders to exercise their Appraisal Wednesday, 30 September
Rights (refer to note 11), on or about
If the Scheme becomes unconditional (refer to note 12):
Finalisation announcement expected to be published on SENS and ANS, on Monday, 7 September
or about
Expected date of lodging an application for the termination of listing of Monday, 7 September
the Peregrine Shares on the JSE and A2X, on or about
Finalisation announcement expected to be published in the South African Tuesday, 8 September
press, on or about
Expected last day to trade in Peregrine Shares in order to be recorded in Tuesday, 15 September
the Register to be eligible to participate in the Scheme (“Scheme LDT”)
(refer to notes 5 and 6), on or about
Expected suspension of listing of Peregrine Shares at the commencement Wednesday, 16 September
of trade on the JSE and A2X, on or about
Expected date by which a Peregrine Shareholder is required to make an Friday, 18 September
Election by 12:00, on or about
Expected date on which a Peregrine Shareholder must be recorded in the Friday, 18 September
Register in order to be eligible to participate in the Scheme, on or about
Expected date on which the Scheme becomes operative and on which the Wednesday, 23 September
Offer Consideration becomes payable to Scheme Participants, on or about
Expected date of the termination of listing of Peregrine Shares on the JSE Friday, 25 September
and A2X at the commencement of trade, on or about
If the Scheme is not approved and the General Offer is implemented
(refer to note 13):
Finalisation announcement expected to be published on SENS and ANS, on Friday, 11 September
or about
Expected date of lodging an application for the termination of listing of the Friday, 11 September
Peregrine Shares on the JSE and A2X, on or about
Finalisation announcement expected to be published in the South African Monday, 14 September
press, on or about
Expected last day to trade in Peregrine Shares in order to be eligible to Tuesday, 29 September
participate in the General Offer (“General Offer LDT”) (refer to notes 5
and 6), on or about
Expected suspension of listing of Peregrine Shares at the commencement Wednesday, 30 September
of trade on the JSE and A2X, on or about
Expected date by which a Peregrine Shareholder is required to make an Friday, 2 October
Election by 12:00, on or about
Expected closing date for the General Offer at 12:00, on or about Friday, 2 October
Expected date on which a Peregrine Shareholder must be recorded in the Friday, 2 October
Register in order to participate in the General Offer, on or about
Expected date on which the General Offer is implemented and on which the Wednesday, 7 October
Offer Consideration becomes payable to General Offer Participants, on or
about
Expected date of the termination of listing of the Peregrine Shares on the Thursday, 8 October
JSE and A2X at the commencement of trade, on or about
Notes:
1. The dates and times set out in this announcement are subject to change, with the approval of the JSE and the TRP, if
required. Furthermore, the Offerors reserve the right to extend the General Offer as envisaged in Regulation 103. Any
change in the dates and times will be published on SENS, ANS and in the South African press.
2. The dates and times have been determined based on certain assumptions regarding the date by which certain regulatory approvals
will have been obtained and that Shareholders will not (i) exercise their rights in terms of section 115(3) of the Companies Act nor
(ii) give notice objecting to the Scheme Resolution as contemplated in section 164(3) of the Companies Act and vote against the
Scheme Resolution at the General Meeting, in respect of 1% (one percent) or more of all of the Peregrine Shares in issue (excluding
Treasury Shares).
3. All times given in this announcement are local times in South Africa.
4. The Supplementary Offer Documents will be published to the Peregrine Shareholders as at the record date as set out above, as well
as to the Peregrine Shareholders to whom the Circular and the InvestCo Prospectus were published, in order to ensure compliance
with clause 5.7.2 of the memorandum of incorporation of Peregrine and section 59 of the Companies Act.
5. Shareholders should note that, since trades in Peregrine Shares are settled by way of the electronic settlement system used by Strate
Proprietary Limited, settlement will take place 3 Business Days after the date of a trade. Therefore, persons who acquire Peregrine
Shares after the General Meeting LDT, namely, Tuesday, 4 August 2020, will not be entitled to attend, speak or vote at the General
Meeting, but may nevertheless:
• if the Scheme becomes operative, participate in the Scheme, provided that they acquire Peregrine Shares on or prior to the
Scheme LDT; or
• if the General Offer is implemented, participate in the General Offer, provided that they acquire Peregrine Shares on or prior
to the General Offer LDT.
6. No Dematerialisation or rematerialisation of Peregrine Shares may take place:
• on or after the Business Day following the General Meeting LDT until the Business Day following the General Meeting
Record Date; and
• on or after the Business Day following the Scheme LDT (if applicable); or
• on or after the Business Day following the General Offer LDT (if applicable).
7. Dematerialised Shareholders, other than those with “own name” registration, must provide their Broker or CSDP with their
instructions for voting at the General Meeting by the cut-off date and time stipulated by their Broker or CSDP in terms of their
respective custody agreements.
8. Any Form of Proxy not delivered to the Transfer Secretaries by the stipulated date and time may be delivered to the chairman of
the General Meeting before such Peregrine Shareholder’s voting rights are exercised at the General Meeting.
9. Subject to the terms of withdrawal of voting instructions or proxies in respect of the Resolutions, as detailed in paragraph 5.2 of
the Supplementary Circular, Forms of Proxy submitted for the General Meeting convened in terms of the Notice of General
Meeting, initially proposed to be held on Tuesday, 21 July 2020 and which has been postponed to Tuesday, 18 August 2020
pursuant to the Initial General Meeting Postponement Notice (as defined in the Supplementary Circular), remain valid in respect
of the General Meeting. Any Proxy Form Withdrawal Notice not delivered to the Transfer Secretaries by the stipulated date and
time may be delivered to the chairman of the General Meeting before the start of the General Meeting.
10. If the General Meeting is adjourned or postponed, the Forms of Proxy submitted in respect of the General Meeting will remain
valid in respect of any adjournment or postponement of the General Meeting.
11. Shareholders who wish to exercise their Appraisal Rights are referred to annexure 23 to the Circular.
12. The dates pertaining to the Scheme have been determined on the assumption that all Scheme Conditions will be fulfilled or waived
by Friday, 4 September 2020 and that Shareholders will not (i) exercise their rights in terms of section 115(3) of the Companies
Act nor (ii) give notice objecting to the Scheme Resolution as contemplated in section 164(3) of the Companies Act and vote
against the Scheme Resolution at the General Meeting, in respect of 1% (one percent) or more of all of the Peregrine Shares in
issue (excluding Treasury Shares). The actual dates will be confirmed in the finalisation announcement if the Scheme becomes
unconditional.
13. The dates pertaining to the General Offer have been determined on the assumption that all General Offer Conditions will be fulfilled
or waived by Friday, 11 September 2020. The actual dates will be confirmed in the finalisation announcement if the General Offer
becomes unconditional.
5. REVISED PRO FORMA FINANCIAL EFFECTS OF THE OFFER ON AN OFFER PARTICIPANT
5.1 Peregrine Shareholders are referred to the Circular, which includes the pro forma financial effects of
the Offer on an Offer Participant who receives the Share Consideration. The pro forma financial effects
have been revised based on the FY2020 Results, as detailed in annexures 1 and 2 to the Supplementary
Circular.
5.2 The remainder of this paragraph 5 and the table below set out the pro forma financial effects of the
Offer on an Offer Participant who receives the Share Consideration, as extracted from paragraph 3 of
the Supplementary Circular.
5.3 The pro forma financial effects have been prepared for illustrative purposes only in order to provide
information on how the Offer may affect the financial performance and position of an Offer
Participant who receives the Share Consideration, by illustrating the effect thereof on the basic and
diluted earnings per share (“EPS”) and basic and diluted headline earnings per share (“HEPS”) for
both continuing and discontinued operations, and the net asset value per share (“NAVPS”) and
tangible net asset value per share (“TNAVPS”) of an Offer Share that an Offer Participant will be
exchanging for the EPS, HEPS, NAVPS and TNAVPS per one InvestCo A Share or one InvestCo B
Share, presented separately for an InvestCo A Share and an InvestCo B Share.
5.4 Consequently, the pro forma financial effects of the Offer on an Offer Participant reflect a
comparison of (i) the financial information extracted and/or derived from the FY2020 Results, as
adjusted (further details of which are contained in annexure 1 to the Supplementary Circular)
(“Peregrine Pro forma Financial Effects”) and (ii) the financial information extracted and/or
derived from InvestCo’s audited financial statements as at 31 March 2020, adjusted for the Offer
(further details of which are contained in annexure 2 to the Supplementary Circular) (“InvestCo Pro
forma Financial Effects”), by multiplying the InvestCo Pro forma Financial Effects by the exchange
ratio of one InvestCo Share for every one Offer Share, in order to provide the pro forma financial
effects of the Offer on an Offer Participant who receives the Share Consideration.
5.5 The pro forma financial effects have been prepared to illustrate the effect of the Offer on an Offer
Participant who receives the Share Consideration, had the Offer been implemented on 1 April 2019
for purposes of EPS and HEPS and on 31 March 2020 for purposes of NAVPS and TNAVPS.
5.6 The pro forma financial effects set out below are the responsibility of the directors of Peregrine,
InvestCo and BidCo.
5.7 The pro forma financial effects are provided for illustrative purposes only and because of their nature,
may not fairly represent the financial performance and position of an Offer Participant after the
implementation of the Offer.
5.8 The pro forma financial effects have been prepared in accordance with International Financial
Reporting Standards (“IFRS”), the Guide on Pro forma Financial Information issued by the South
African Institute of Chartered Accountants, the JSE Listings Requirements and the Regulations.
5.9 The pro forma financial effects have been presented in respect of the following scenarios:
5.9.1 Scenario 1: Offer Participants Elect to receive the Share Consideration in respect of
30 000 000 (thirty million) Offer Shares (being the Minimum Share Consideration
Election).
5.9.2 Scenario 2: Offer Participants Elect to receive the Share Consideration in respect of
40 327 465 (forty million three hundred and twenty seven thousand four hundred and sixty
five) Offer Shares (being the maximum Share Consideration Elections that may be
received before the Deemed Cash Election calculation is applied).
5.10 The independent reporting accountants’ assurance report on the pro forma financial effects on an
Offer Participant is set out in annexure 3 to the Supplementary Circular.
Pro forma financial effects of the Offer on an Offer Participant who receives the Share Consideration
Peregrine Peregrine After the Offer After the Offer
reported after the
adjustments Scenario 1 Scenario 2
before the
Offer InvestCo A InvestCo B Percentage Percentage InvestCo A InvestCo B Percentage Percentage
Share Share change in change in Share Share change in change in
respect of an respect of an respect of an respect of an
InvestCo A InvestCo B InvestCo A InvestCo B
Share Share Share Share
Reported Pro forma Pro forma Pro forma % % Pro forma Pro forma % %
Notes 1 2 3 4 5 3 4 5
Basic and diluted EPS 130.9 156.8 (94.60) (94.60) (160.33%) (160.33%) (92.90) (92.90) (159.24%) (159.24%)
- Continuing operations (cents) 133.3 122.7 (94.60) (94.60) (177.08%) (177.08%) (92.90) (92.90) (175.69%) (175.69%)
- Discontinued operations (cents) (2.4) 34.1 - - (100.00%) (100.00%) - - (100.00%) (100.00%)
Basic and diluted HEPS 151.6 141.0 (94.60) (94.60) (167.08%) (167.08%) (92.90) (92.90) (165.87%) (165.87%)
- Continuing operations (cents) 154.0 143.4 (94.60) (94.60) (165.97%) (165.97%) (92.90) (92.90) (164.78%) (164.78%)
- Discontinued operations (cents) (2.4) (2.4) - - (100.00%) (100.00%) - - (100.00%) (100.00%)
NAVPS (cents) 889.0 865.9 1 724.10 1 724.10 99.11% 99.11% 1 725.67 1 725.67 99.29% 99.29%
TNAVPS (cents) 597.3 574.2 1 724.10 1 724.10 200.25% 200.25% 1 725.67 1 725.67 200.53% 200.53%
Weighted average number of shares
in issue (‘000) 203 181 203 181 30 000 17 916 40 327 17 916
Number of shares in issue (‘000) 203 181 203 181 30 000 17 916 40 327 17 916
Notes:
1. The financial information in the “Peregrine reported” column has been extracted, without adjustment, and/or derived from the FY2020 Results, as published on SENS on 23 June 2020.
2. The financial information in the “Peregrine after the adjustments, before the Offer” column reflects the financial information extracted, without adjustment, from the Peregrine Pro forma Financial Effects, as
contained in annexure 1 to the Supplementary Circular. Please also refer to the notes in annexure 1 to the Supplementary Circular for details pertaining to the Peregrine Pro forma Financial Effects.
3. The financial information included in the “After the Offer” columns reflects the financial information extracted, without adjustment, from the InvestCo Pro forma Financial Effects, as contained in annexure 2
to the Supplementary Circular. Please also refer to the notes in annexure 2 to the Supplementary Circular for details pertaining to the InvestCo Pro forma Financial Effects.
4. The “Percentage change in respect of an InvestCo A Share” column compares the “InvestCo A Share” column included in the “After the Offer” column with the “Peregrine after adjustments, before the Offer”
column. The Peregrine Pro forma Financial Effects are compared to the InvestCo Pro forma Financial Effects on a one-for-one basis as an Offer Participant who Elects to receive the Share Consideration
receives 1 (one) InvestCo Share for every 1 (one) Offer Share.
5. The “Percentage change in respect of an InvestCo B Share” column compares the “InvestCo B Share” column included in the “After the Offer” column with the “Peregrine after adjustments, before the Offer”
column. The Peregrine Pro forma Financial Effects are compared to the InvestCo Pro forma Financial Effects on a one-for-one basis as an Offer Participant who Elects to receive the Share Consideration
receives 1 (one) InvestCo Share for every 1 (one) Offer Share.
6. THE INDEPENDENT BOARD AND PEREGRINE BOARD RESPONSIBILITY STATEMENT
The Independent Board and Peregrine Board (to the extent that the information relates to Peregrine)
collectively and individually accept responsibility for the information contained in this announcement and
certify that, to the best of their knowledge and belief, the information contained in this announcement relating
to Peregrine is true and this announcement does not omit anything that is likely to affect the import of such
information.
7. CAPITALWORKS, INVESTCO AND BIDCO BOARD RESPONSIBILITY STATEMENT
Capitalworks and the board of directors of InvestCo and BidCo (to the extent that the information relates to
Capitalworks, InvestCo and BidCo) collectively and individually accept responsibility for the information
contained in this announcement and certify that, to the best of their knowledge and belief, the information
contained in this announcement relating to Capitalworks, InvestCo and BidCo is true and this announcement
does not omit anything that is likely to affect the import of such information.
17 July 2020
Joint sponsor and corporate advisor to Peregrine and the Independent Board
Java Capital
Corporate advisor to Capitalworks, InvestCo and BidCo
One Capital
Attorneys to Peregrine and the Independent Board
Werksmans
Attorneys to Capitalworks, InvestCo and BidCo
CDH
Joint sponsor to Peregrine
Deloitte
Independent Auditors and Reporting Accountants
Deloitte
Disclaimer
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy
securities, nor shall there be any sale of the securities described herein, in any jurisdiction, in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of such -jurisdiction or without an exemption from the registration or qualification
requirements under the securities laws of such jurisdiction.
The distribution of this announcement in certain jurisdictions may be restricted by applicable law
and therefore persons in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
In the European Economic Area (the “EEA”), this announcement is addressed only to and directed
only at, persons in member states who are "qualified investors" within the meaning of Article 2(e)
of Regulation (EU) 2017/1129 (“Qualified Investors”). In the United Kingdom, this announcement
is being distributed only to, and is directed only at, Qualified Investors who are: (i) persons who
have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii)
persons to whom it may otherwise lawfully be communicated (all such persons together being
referred to as “relevant persons”). This announcement must not be acted on or relied on (i) in the
United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA,
by persons who are not Qualified Investors. In the UK and EEA, any investment or investment
activity to which this announcement relates will be available only to (i) in the United Kingdom,
relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will be engaged
in only with such persons.
Notice to US investors in Peregrine
The Offer relates to the shares of a South African company and is being made by means of a scheme
of arrangement provided for under South African company law. A transaction effected by means of
a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US
Securities Exchange Act of 1934 (the “US Exchange Act”). Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in South Africa to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The
financial information included in this announcement has been prepared in accordance with
accounting standards applicable in South Africa and thus may not be comparable to financial
information of US companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
If, in the future, BidCo exercises its right to implement the Offer by way of the General Offer, which
is to be made into the US, such Offer will be made in compliance with the applicable US laws and
regulations, including Section 14(e) and Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Peregrine Shares to enforce their rights and any claim arising
out of the US federal laws, since Capitalworks, BidCo, InvestCo and Peregrine are located in a
non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Peregrine Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves to a US court’s
judgement.
Neither the US Securities and Exchange Commission nor any US state securities commission has
approved or disapproved of the acquisition, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence in the US.
US Peregrine Shareholders also should be aware that the transaction contemplated herein may
have tax consequences in the US and, that such consequences, if any, are not described herein. US
Peregrine Shareholders are urged to consult with legal, tax and financial advisers in connection
with making a decision regarding this transaction.
Forward-looking statements
The statements contained in this announcement that are not historical facts are “forward-looking”
statements. These forward-looking statements are subject to a number of substantial risks and
uncertainties, many of which are beyond the Company’s, Capitalworks’, InvestCo’s and BidCo’s
control and actual results and developments may differ materially from those expressed or implied
by these statements for a variety of factors. These forward-looking statements are statements based
on the Company’s, Capitalworks’, InvestCo’s and BidCo’s current intentions, beliefs and
expectations about among other things, the Company’s results of operations, financial condition,
prospects, growth, strategies and the industry in which the Company operates. By their nature,
forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Many of these risks and
uncertainties relate to factors that are beyond the Company’s, Capitalworks’, InvestCo’s and
BidCo’s ability to control or estimate precisely, such as changes in taxation, future market
conditions, currency fluctuations, the actions of governmental regulators and other risk factors.
Such risks and uncertainties could cause actual results to vary materially from the future results
indicated, expressed or implied in such forward-looking statements. The forward-looking
statements contained in this announcement speak only as of the date of this announcement and the
Company, Capitalworks, InvestCo and BidCo undertake no duty to update any of them publicly in
light of new information or future events, except to the extent required by applicable law or the JSE
Listings Requirements.
No statement in this announcement is intended as a profit forecast or a profit estimate and no
statement in this announcement should be interpreted to mean that earnings per Peregrine Share
for the current or future financial years would necessarily match or exceed the historical published
earnings per Peregrine Share. Prices and values of, and income from, shares may go down as well
as up and an investor may not get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing advice should consult an
independent financial adviser.
Date: 17-07-2020 05:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
