Premier Fishing and Brands’ (PFB) minority shareholders are being offered R1.60 per share in terms of a scheme by major shareholder African Equity Empowerment Investments (AEEI), prior to a proposed delisting of PFB.
The offer is a substantial premium to the share price of 99 cents on Friday.
The offer is also a 23% premium to the R1.30 that the share was trading at on November 9, when AEEI first announced it was considering making an offer to buy the shares in PFB not held by AEEI and shareholders acting in concert with AEEI.
AEEI owns 146.2 million out of the 260m issued shares in PFB, or 56.23% of the shares in issue.
Minority shareholders hold 6.14%, while Sekunjalo Investment Holdings and asset management firm 3Laws Capital South Africa own 3.57% and 34.06% of the remaining shares, respectively.
AEEI said on Friday that it had provided PFB with written notice of its firm intention to make an offer to acquire 15.98m shares constituting 6.14% of the issued ordinary share capital of PFB in terms of a scheme of arrangement.
PFB has been listed on the JSE since March 2, 2017. The aim of the listing had been to provide PFB with access to capital to grow its business organically and by way of acquisitions, and to provide shareholders with a liquid, tradeable asset within a regulated environment and with a market-determined share price.
However PFB and AEEI’s boards now believed the current listed structure no long benefited PFB, and indirectly, its shareholders, due to the illiquidity and low free float of PFB shares, as well as the “substantial administrative costs” associated with, and the corporate burden of management time being spent on its listing.
“The successful implementation of the proposed transaction will result in a substantial decrease in administrative costs and significantly less time and energy being required from PFB’s executives in ensuring compliance with the listings requirements of the JSE,” a statement said Friday.
The transaction would also result in an improved BEE scorecard of PFB due to the increase in AEEI’s shareholding after the transaction is implemented, the statement said.
Post the transaction and delisting, “PFB will continue to be dynamic and continuously adapting in order to look after the needs of stakeholders,” the group said in a statement.
An independent board comprising Rosemary Mosia, Clifford van der Venter and Patrick Mngconkola had been established to consider the terms and conditions, and the merits, of the scheme and the offer.
The independent board had appointed Exchange Sponsors Projects to act as independent expert to advise the independent board and report on the scheme and offer by way of a fair and reasonable opinion.
BUSINESS REPORT