PGR: PEREGRINE HOLDINGS LIMITED - Update - general offer becoming unconditional as to acceptances, notice of extension of long stop date

PGR: PEREGRINE HOLDINGS LIMITED - Update - general offer becoming unconditional as to acceptances, notice of extension of long stop date
Update - general offer becoming unconditional as to acceptances, notice of extension of long stop date

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 GENERAL OFFER BECOMING UNCONDITIONAL AS TO ACCEPTANCES AND NOTICE OF 
EXTENSION OF THE LONG STOP DATE AND THE DATE FOR THE FULFILMENT OR WAIVER 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
('Circular'), 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 and 13 August 2020, and the Offer
      Documents.

2.    CONDITION  REGARDING THE GENERAL OFFER BECOMING UNCONDITIONAL AS TO ACCEPTANCES

      In terms of the Offer Documents, Peregrine Shareholders were advised that the operation of
      the General Offer is conditional upon the fulfilment or waiver of the General Offer Condition
      that Eligible Shareholders accept the General Offer in respect of so many Offer Shares as
      will result in the Offerors acquiring at least 45% of all Peregrine Shares in issue (excluding
      Treasury Shares) ('Minimum Acceptances').

      In terms of Regulation 102(10), an announcement must be published on the 45th business day
      after the day upon which the General Offer opened as to whether the General Offer is
      unconditional as to acceptances ('Declaration Announcement'). The Declaration
      Announcement is accordingly required to be published by Tuesday, 18 August 2020.

      As at Friday, 7 August 2020, Eligible Shareholders holding 103 057 703 Offer Shares,
      constituting 50.22% of all the Peregrine Shares in issue (excluding Treasury Shares), had
      accepted the General Offer ('Acceptances') taking into consideration the aggregate
      Withdrawals (as defined below) received up until the date of this announcement. The
      Minimum Acceptances have accordingly been received. However, in terms of paragraph
      5.1.1 of the Supplementary Circular, Eligible Shareholders that had accepted the General
      Offer prior to the publication of the Supplementary Circular being, Friday, 17 July 2020, are
      entitled to withdraw their Acceptances of the General Offer ('Withdrawals') until Monday,
      17 August 2020.

      In the Offer Documents the Offerors reserved the right to extend the General Offer as
      envisaged in Regulation 103.

      In the circumstances Peregrine Shareholders are advised that, in terms of Regulation
      103(4)(b), the Independent Board has consented to an extension of the date for publication
      of the Declaration Announcement until Friday, 28 August 2020 in order to cater for the
      Withdrawals process and the necessary collation and reconciliation of Acceptances and any
      Withdrawals by the CSDPs and the Transfer Secretaries.

3.    NOTICE OF EXTENSION OF THE LONG STOP DATE AND THE DATE FOR FULFILMENT OR WAIVER OF CERTAIN
      CONDITIONS PRECEDENT TO THE OFFER

      In terms of the Offer Documents, the operation of the Scheme and implementation of the
      General Offer are conditional upon the fulfilment or waiver of the Scheme Conditions and
      General Offer Conditions (collectively, 'Offer Conditions'), respectively, which include,
      inter alia:

      -   certain of the Scheme Conditions and General Offer Conditions being fulfilled or waived
          by no later than 17:00 on the Long Stop Date, originally being 11 September 2020;
      -   all Regulatory Consents being received on an unconditional basis, or on terms and
          conditions that are acceptable to the relevant parties, by no later than (i) 17:00 on
          7 September 2020, in respect of the Scheme ('Scheme Regulatory Consents
          Condition'); or (ii) 17:00 on the Long Stop Date, in respect of the General Offer; and
      -   in respect of the General Offer, any one or all the Scheme Conditions not being timeously
          fulfilled or waived or, if the Scheme Conditions are timeously fulfilled or waived, the
          Scheme does not become operative by 17:00 on 7 September 2020 ('Scheme Operation
          Condition'),

      subject to the right of the Offerors to (i) waive certain of the Offer Conditions in whole or in
      part and to extend the time and/or date for fulfilment or waiver (as the case may be) of the
      Offer Conditions from time to time, provided that such extension shall not be beyond the
      Long Stop Date; and (ii) extend the Offer. With regards to the Long Stop Date, the Offer
      Documents envisage that the Long Stop Date may be extended by agreement between the
      Company, Capitalworks and the Offerors.

      In anticipation of possible delays in obtaining certain Regulatory Consents, the Offerors have
      requested an extension to the Long Stop Date.
     
      Peregrine Shareholders are hereby advised that:

      -   the Company, Capitalworks and the Offerors have agreed to extend the Long Stop Date
          to 2 October 2020 and all references to the Long Stop Date in the Offer Documents
          should be read accordingly; and
      -   the Offerors have extended the date for fulfilment of (i) the Scheme Regulatory Consents
          Condition as envisaged in paragraph 11.1.7 of the Circular and section 2, paragraph
          3.1.3.1.7 of the InvestCo Prospectus and (ii) the Scheme Operation Condition as
          envisaged in paragraphs 24.1.5 of the Circular and section 2, paragraph 3.2.3.1.5 of the
          InvestCo Prospectus, to 17:00 on 29 September 2020,

      (collectively, the 'Extension').

      Notwithstanding the Extension, the Company, Capitalworks and the Offerors remain
      committed to securing the fulfilment or waiver (as the case may be) of the Offer Conditions
      as soon as practicably possible and to implementing the Transaction in accordance with the
      salient dates and times set out in the Supplementary Circular. Peregrine Shareholders will be
      advised of progress on the fulfilment or waiver of the Offer Conditions and, if applicable,
      updated salient dates and times regarding the Transaction.

      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.

17 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: 17-08-2020 05:40:00
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