An unknown buyer made a non-binding expression of interest to acquire Peregrine Holdings Limited (JSE:PGR) on October 31, 2019. Capitalworks Atlanta GP Proprietary Limited signed an implementation agreement to acquire Peregrine Holdings Limited (JSE:PGR) for ZAR 4.2 billion on March 12, 2020. Under the terms of the consideration, shareholders will have to choose amongst two electives of combination of cash and share consideration. Under the first elective, shareholders will be offered a cash payment of ZAR 21 per share for approximately 176 million shares and issuance of 30 million Capitalworks share at ZAR 17.4 per share. Under the second elective, shareholders will be offered a cash payment of ZAR 21 per share for approximately 160 million shares and issuance of 41.1 million Capitalworks share at ZAR 17.4 per share. In a related transaction, Nala Empowerment Investment Company Holdings Proprietary Limited (NEICH) and Capitalworks have entered into a sale and purchase agreement, pursuant to which, Capitalworks will acquire NEICH’s 70% shareholding in Nala PGR SA Holdings Proprietary Limited (Nala) (“Nala Acquisition”). Capitalworks has procured funding from Nedbank Limited (acting through its Nedbank Corporate and Investment banking division) (“Nedbank”) in an amount of up to approximately ZAR 2.9 billion comprising of bridge facility and subscription to preference shares. Post the acquisition, all the Peregrine shares will be delisted from the main board of the securities exchange operated by the JSE Limited. In terms of the Implementation Agreement, Peregrine on the one hand, and Capitalworks on the other, have undertaken to pay a break fee in an amount equal to 1% of the aggregate of the Cash Consideration and the value of the Share Consideration which would be settled in respect of all of the Offer Shares had the Offer been implemented (and assuming Eligible Shareholders Elect the Share Consideration in respect 30 million. The transaction is subject to consummation of Nala agreement, approval by the shareholders of Peregrine, approval of South African and foreign regulatory authorities including approval from Competition Tribunal of South Africa. The transaction has been approved by the Board of Directors of Peregrine. As at the Last Practicable Date, the total shareholder support for the offer represents 46.3% of the Offer Shares, comprising Shareholders, who collectively hold 95 million Peregrine Shares have entered into irrevocable undertakings in terms of which they have irrevocably undertaken in favour of Capitalworks to accept the offer. As of July 31, 2020, Competition Tribunal of South Africa approved the transaction. The approval is conditional on placing a moratorium on merger-related retrenchments for a period of 2 (two) years from the merger approval date. The shareholder meeting for the approval of the transaction will be held on August 18, 2020. As of August 7, 2020, the Nala condition precedent was fulfilled. As of August 17, 2020, the offer becomes unconditional. The transaction is expected to complete on September 11, 2020. Expected Scheme Implementation Date is on or about September 23, 2020. As of August 17, 2020, the transaction is expected to complete on October 2, 2020. Java Capital acted as the financial advisor and Werksmans acted as the legal advisor to Peregrine whereas One Capital Advisory (Proprietary) Limited acted as the financial advisor and Cliffe Dekker Hofmeyr acted as the legal advisor to Capitalworks on the transaction. Deloitte acted as auditor for Peregrine Holdings Limited and Capitalworks Atlanta GP Proprietary Limited. KPMG acted as independent expert. Clifford Chance acted as legal advisor and Webber Wentzel acted as tax advisors for Capitalworks Atlanta GP Proprietary Limited. Dechert LLP, Bedell Cristin, Conyers Dill & Pearman, Appleby (Isle of Man) LLC and Appleby (Guernsey) LLP acted as legal advisors for Capitalworks. PricewaterhouseCoopers Services South Africa (Proprietary) Limited acted as financial due diligence advisor, Deloitte LLP acted as foreign tax due diligence advisor in the transaction. One Capital Advisory Proprietary Limited will be paid advisory fee of ZAR 50 million, Werksmans Inc. of ZAR 2.8 million, Cliffe Dekker Hofmeyr Inc. of ZAR 25.5 million, Webber Wentzel of ZAR 8.4 million, Deloitte and Touche of ZAR 0.2 million for Peregrine and of ZAR 0.32 million for Capitalworks, KPMG of ZAR 0.95 million, Clifford Chance LLP of ZAR 3.4 million, Dechert LLP of ZAR 0.29 million, Bedell Cristin of ZAR 2.3 million, Conyers Dill & Pearman of ZAR 1.1 million, Appleby (Isle of Man) LLC and Appleby (Guernsey) LLP of ZAR 0.72 million, Computershare Investor Services Proprietary Limited of ZAR 0.16 million.