| Fri 6 Sep 2002, 0:00 | | Peregrine/citadel - Announcement |
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Peregrine/Citadel - Announcement
Peregrine Holdings Limited Citadel Holdings Limited
(Registration number (Registration number
1994/006026/06) 2000/027580/06)
JSE code: PGR ISIN code: ("Citadel")
ZAE000015152
("Peregrine")
Important dates for the acquisition by Peregrine of a majority interest in
Citadel and an offer by Peregrine to the minority shareholders of Citadel
1. Introduction
Shareholders are referred to the announcement dated 22 July 2002 in which
shareholders were advised that:
Peregrine had, subject to the fulfilment of certain conditions, acquired a
further 22,2% interest in Citadel ("the controlling acquisition") thus
increasing its shareholding in Citadel to 60.6% resulting in an obligation to
make an offer ("the offer"), in terms of the SRP Code, to Citadel minority
shareholders;
the terms of the offer were that Citadel minority shareholders could elect to
receive 40 Peregrine shares for every Citadel share held ("the share offer").
Alternatively, Citadel minority shareholders could elect to receive a cash
payment of R110 for every Citadel share held ("the cash offer").
2. Important dates and times
Important dates and times
2002
Offer opens at 09:00 on Friday 6 September
Last day for receipt of forms of proxy in
respect of the general meeting of Peregrine Thursday 3 October
shareholders by 10:00 on
General meeting of Peregrine shareholders to
be held at 10:00 (or so soon thereafter
following the annual general meeting to be Friday 4 October
held at 09:30) on
Offer expected to become unconditional on Friday 4 October
Announcement extending the offer published on Friday 4 October
SENS on
Offer closes at 12:00 on Friday 25 October
Results of offer announced and intention to
implement section 440K of the Act established Monday 28 October
on
Cheques or share certificates issued in
respect of acceptances of the cash offer and Monday 28 October
share offer respectively, on
or, subsequent to the date the offer becomes
unconditional, within seven days of receipt
of the form of acceptance and surrender and
the relevant documents of title to Citadel
shares
Listing of new Peregrine shares issued on the Monday 28 October
JSE
Notes:
1. The abovementioned dates and times may be changed. Any such
change will be published on SENS and, where required, in the
press.
2. If, for whatever reason, the offer does not become
unconditional, an announcement will be published withdrawing the
offer.
3. Citadel minority shareholders should note that Peregrine share
certificates issued in terms of the share offer are not good for
delivery on the JSE due to STRATE. Citadel minority shareholders
who wish to trade in their Peregrine shares on the JSE must hand
in their Peregrine share certificates to their CSDP or broker in
order for them to be dematerialised.
3. Condition precedent
The Competition Commission approved the acquisition by Peregrine of a majority
interest in Citadel on 3 September 2002. Accordingly, the only condition on
which the controlling acquisition and the offer are conditional is the approval,
in general meeting, by the shareholders of Peregrine, of the controlling
acquisition, which meeting is to be held on 4 October 2002.
4. Opinions and recommendation
The board of directors of Peregrine is of the opinion that the controlling
acquisition and the offer are fair and reasonable to Peregrine shareholders.
The directors of Peregrine who are entitled to vote at the general meeting,
intend voting in favour of the ordinary resolutions necessary to implement the
controlling acquisition in respect of the Peregrine shares held by them. They
recommend that Peregrine shareholders also vote in favour of these resolutions.
The board of directors of Citadel is of the opinion that the terms of both the
cash offer and the share offer are fair and reasonable to Citadel minority
shareholders. The directors of Citadel who hold shares in Citadel intend to
accept the offer in respect of the Citadel shares held by them and they
recommend that Citadel minority shareholders do the same. As part of the
controlling acquisition, Mr LJD Fourie, the current Chairman of Citadel, has
sold his Citadel shares to Peregrine.
KPMG Services (Pty) Ltd ("KPMG") was appointed as the independent expert by the
directors of Citadel to consider and advise Citadel minority shareholders on the
terms of the offer. KPMG has concluded that the offer is fair and reasonable to
Citadel minority shareholders. The full text of their opinion is set out in the
circular referred to in paragraph 5 below.
5. Documentation
A circular, which has been approved by the JSE Securities Exchange South Africa
and the Securities Regulation Panel and which contains a notice of general
meeting of Peregrine shareholders and a form of acceptance of the offer for
Citadel minority shareholders, will be posted to Peregrine shareholders and
Citadel minority shareholders today.
Johannesburg
6 September 2002
Lead Sponsor
Grant Thornton Kessel Feinstein Corporate Sponsors (Pty) Limited
Joint Sponsor and Corporate Advisor
Peregrine Corporate Advisory Services (Pty) Limited
Independent expert and corporate advisor to Citadel
KPMG Services (Pty) Ltd
Date: 06/09/2002 08:00:00 AM Produced by the JSE SENS Department
