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

SCHEME WHOLLY UNCONDITIONAL AND UPDATED
SALIENT DATES AND TIMES

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, 17 July 2020, 7 August 2020, 13 August 2020, 17 August 2020, 19 August 2020, 24 August 2020 and 7 September 2020, and the Offer Documents.

  2. SCHEME HAS BECOME WHOLLY UNCONDITIONAL

    Peregrine Shareholders are advised that all of the Scheme Conditions have been timeously fulfilled or waived and the TRP has issued a compliance certificate in accordance with section 121(b)(i) of the Companies Act in respect of the Scheme. Accordingly, the Scheme has become wholly unconditional and operative and the Scheme and the Delisting will be implemented in accordance with the salient dates and times set out below.

    As a result of the Scheme becoming operative, the General Offer has lapsed and is of no further force and effect.

  3. SALIENT DATES AND TIMES
        2020
    Lodging of application for the termination of listing of the Peregrine Shares on the JSE, on   Wednesday, 16 September 
    Publication of this finalisation announcement in the South African press, on   Wednesday, 16 September 
    Scheme LDT, being the last day to trade in Peregrine Shares in order to be eligible to participate in the Scheme (refer to notes 3 and 4), on   Tuesday, 29 September
    Suspension of listing of Peregrine Shares at the commencement of trade on the JSE and A2X, on    Wednesday, 30 September 
    Latest date by which a Peregrine Shareholder is required to make an Election by 12:00 (refer to notes 5, 6 and 7), on   Friday, 2 October
    Latest date on which a Peregrine Shareholder must be recorded in the Register in order to be eligible to participate in the Scheme, on   Friday, 2 October
    Scheme Implementation Date, being the date on which the Offerors acquire the Offer Shares and the Offer Consideration will be settled to Scheme Participants (refer to note 7), on     Wednesday, 7 October
    Expected date of the termination of listing of Peregrine Shares on the JSE and A2X at the commencement of trade, on   Thursday, 8 October

    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, any change in the dates and times will be published on SENS, ANS and in the South African press.
    2. All times given in this announcement are local times in South Africa.
    3. 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, Peregrine Shareholders may participate in the Scheme, provided that they acquire Peregrine Shares on or prior to the Scheme LDT.
    4. No Dematerialisation or rematerialisation of Peregrine Shares may take place on or after the Business Day following the Scheme LDT (if applicable).
    5. If a valid Election in respect of either the Cash Consideration and/or the Share Consideration is not communicated to the Transfer Secretaries in accordance with the instructions contained in the Offer Documents, by 12:00 on Friday, 2 October 2020, the relevant Scheme Participant will be deemed to have Elected to receive the Cash Consideration in respect of all the Offer Shares held by it.
    6. If a valid Share Consideration Election is made but an Election in respect of either InvestCo A Shares or InvestCo B Shares is not communicated to the Transfer Secretaries, in accordance with the instructions contained in the Offer Documents, by 12:00 on Friday, 2 October 2020, the relevant Scheme Participant will be deemed to have elected to receive the InvestCo A Shares in respect of all the Offer Shares held by it.
    7. In order for Scheme Participants holding Certificated Shares to receive the Offer Consideration on the Scheme Implementation Date, their Documents of Title in respect of all their Offer Shares and a completed Form of Surrender and Election must be delivered to the Transfer Secretaries in accordance with the instructions contained in the Offer Documents by 12:00 on Friday, 2 October 2020. Scheme Participants holding Certificated Shares who fail to validly surrender their Documents of Title will not be entitled to receive the Offer Consideration until such time as they have done so.

    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.

  4. 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.

  5. 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.

15 September 2020


Joint sponsor and corporate advisor to Peregrine and the Independent Board
Corporate advisor
to Capitalworks,
InvestCo and BidCo

Attorneys
to Peregrine and
the Independent Board

Attorneys to Capitalworks,
InvestCo and BidCo

Joint sponsor
to Peregrine


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.