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Update in respect of the fulfilment of certain conditions precedent to the offer
PEREGRINE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number 1994/006026/06
Share Code: PGR
ISIN: ZAE000078127
(“Peregrine” or the “Company”)
UPDATE IN RESPECT OF THE FULFILMENT OF CERTAIN CONDITIONS PRECEDENT TO THE OFFER
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 (“InvestCo
Prospectus”), dated Friday, 12 June 2020 and the supplementary circular, accompanied by the report
published as a supplement to the InvestCo Prospectus, dated Friday, 17 July 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,
3 July 2020 and 17 July 2020, and the Offer Documents.
2. UDPATE IN RESPECT OF THE FULFILMENT OF CERTAIN CONDITIONS PRECEDENT TO THE OFFER
In terms of the Offer Documents, Peregrine Shareholders were advised that the operation of the
Scheme and implementation of the General Offer are respectively conditional upon the
fulfilment or waiver of the Scheme Conditions and General Offer Conditions, which include,
inter alia, (i) the Nala Acquisition Agreement becoming unconditional in accordance with its
terms save in relation to the condition contained therein in relation to the Offer being
implemented (“Nala Condition Precedent”); and (ii) all Regulatory Consents being received
including the approval of the Competition Authorities in terms of the Competition Act.
Peregrine and the Offerors are pleased to advise that:
- the Nala Condition Precedent has been fulfilled; and
- the Competition Tribunal of South Africa has approved the merger pursuant to the
Transaction on conditions acceptable to the Offerors and Peregrine.
The Scheme and the General Offer remain subject to the fulfilment or waiver of the other Scheme
Conditions and General Offer Conditions, respectively, as more fully set out in the Offer
Documents (collectively the “Offer Conditions”), including, inter alia, receipt of the remaining
Regulatory Consents. Shareholders are further advised that the Offer Condition that Eligible
Shareholders Elect the Share Consideration in respect of not less than 30 000 000 Offer Shares
(which Offer Condition may be waived by the Offerors), has not yet been fulfilled.
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.
3. 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.
4. 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.
7 August 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
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: 07-08-2020 01:35:00
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