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Peregrine - share consideration elections
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, 7 September 2020 and 15 September 2020 as well as the Offer Documents.
Adjustment to the share consideration elections
Peregrine Shareholders are advised that the total number of Offer Shares in respect of which Scheme Participants have validly Elected to receive the Share Consideration, being a total of 41 922 886 Offer Shares, would result in Capitalworks holding less than 35% of all BidCo Ordinary Shares in issue post implementation of the Offer and settlement of the InvestCo Share Subscriptions ("Minimum Post Offer Shareholding").
In the circumstances, and in accordance with the Deemed Cash Election envisaged in paragraph 12.7 of the Circular and the formula set out in annexure 2 to the Circular, the number of Offer Shares in respect of which Scheme Participants have Elected to receive the Share Consideration has been reduced pro rata to their respective Share Consideration Elections (with reference to the aggregate Share Consideration Elections) in the ratio of approximately 0.95749:1 (rounded to the nearest whole number) and such Scheme Participants are deemed to have Elected the Cash Consideration in respect of the balance of their Offer Shares, such that Capitalworks will acquire the Minimum Post Offer Shareholding.
Peregrine Shareholders are referred to paragraph 14 of the Circular for information regarding the settlement of the Offer Consideration.
Implementation of the transaction
Peregrine Shareholders are reminded that, in accordance with the updated salient dates and times contained in the announcement published on SENS and ANS on 15 September 2020, (i) the Scheme will be implemented on 7 October 2020, being the date on which the Offerors acquire the Offer Shares and the Offer Consideration will be settled to Scheme Participants; and (ii) the termination of the listing of Peregrine Shares on the JSE and A2X will be implemented at the commencement of trade on 8 October 2020. Accordingly, following the Delisting, the Transaction will have been fully implemented.
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