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PEREGRINE HOLDINGS LIMITED - Further information regarding material adverse change provisions in relation to the offer
Further information regarding material adverse change provisions in relation 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") FURTHER INFORMATION REGARDING MATERIAL ADVERSE CHANGE PROVISIONS IN RELATION TO THE OFFER Peregrine shareholders are referred to the joint firm intention announcement published by Peregrine on SENS on 13 March 2020 ("FIA"), detailing the salient terms and conditions of the offer to be made by the Offerors (as detailed and defined in the FIA) in respect of all or a portion of the issued share capital of Peregrine, excluding shares held by Peregrine subsidiaries, and the proposed delisting of the Peregrine shares from the securities exchange operated by the JSE Limited and the securities exchange operated by A2X Proprietary Limited (collectively the "Transaction"). Unless otherwise defined, capitalised words and terms contained in this announcement shall bear the meanings ascribed thereto in the FIA. Whilst details of the Implementation Agreement concluded between Peregrine, the Offerors and Capitalworks ("Implementation Agreement") on 13 March 2020 ("Signature Date") will be included in the Transaction Circular , in light of recent market volatility, the Company considers it appropriate to inform the market of pertinent details of the Implementation Agreement that regulate for consequences of any "Material Adverse Change" event. In terms of the Implementation Agreement if a "Material Adverse Change" occurs prior to the Transaction becoming unconditional, the Offerors are entitled (but not obliged) to issue a written notice to Peregrine terminating the Transaction. In summary a Material Adverse Change means - - any circumstance, fact or event , actual or which is reasonably likely to arise which has, or is reasonably likely to have, the effect of being materially adverse with regard to the financial condition (including assets, revenues, liabilities, prospects and results of operations), operations, affairs, continued existence, business and/or condition of Peregrine and its subsidiaries ("Group"). In this regard, to be material, the event, at the time of the assessment thereof, must have had, have or must reasonably be likely to result in - (i) the Group's consolidated earnings before interest, tax, depreciation and amortisation ("Group EBITDA") being lower than R444 million for the 12 months immediately preceding the date of measurement of the Material Adverse Change; or (ii) the withdrawal, or the diminution in value of, assets under management by the Citadel Group to below R46.1 billion, being a reduction of more than 10% compared to the Citadel Group's assets under management for the financial year ended 31 March 2019; or - the commencement of insolvency or business rescue proceedings in relation to any material Group company or any material Group company ceasing to have the authority, power and capacity to carry on its businesses as conducted as at the Signature Date or proposed to be conducted or to own, lease and operate its property and assets; or - the JSE All Share Index closing price on any date falling and remaining below the JSE All Share Index closing price on 12 March 2020 (which was at a level of 44 303), multiplied by 85% (being a level of 37 658) for five or more consecutive trading days at any time after the Signature Date. Peregrine confirms that - - the Company expects Group EBITDA to be in excess of the R444 million threshold during any 12-month measurement period preceding the date on which the Transaction is expected to become unconditional in accordance with its terms; - it is not aware of any circumstance or event that could manifest in insolvency or business rescue proceedings in relation to any material Group company or any material Group company ceasing to have the authority, power and capacity to carry on its businesses; - as at 31 March 2020, assets under management by the Citadel group were c.R57.1 billion; and - the All Share Index has not closed below 37 658 since execution of the Implementation Agreement. In accordance with paragraph 8.40(b) of the JSE Listings Requirements, shareholders are advised that the financial information contained in this announcement has not been reviewed nor reported on by Peregrine's external auditors. Peregrine shareholders are further reminded of the conditions precedent to the Transaction set out in paragraph 5 of the FIA. The Company and the Offerors continue to progress the Transaction in accordance with its terms and will keep Peregrine shareholders informed of further developments. 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 April 2020 Joint sponsor Java Capital Joint sponsor Deloitte & Touche Sponsor Services (Proprietary) Limited Date: 07-04-2020 05:50:00 Produced by the JSE SENS Department. 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