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Finalisation announcement in respect of the Scheme
RFG Holdings Limited Premier Group Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
Registration number: 2012/074392/06 Registration number: 2007/016008/06
Share code: RFG Share code: PMR
ISIN: ZAE000191979 ISIN: ZAE000320321
Hereinafter, "RFG" Hereinafter, "Premier"
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME
1. INTRODUCTION
Shareholders of RFG ("RFG Shareholders") are referred to the combined offer circular published
by RFG and Premier which was distributed on Thursday, 13 November 2025 ("Circular").
Capitalised words and phrases in this announcement shall, unless the context indicates otherwise,
bear the same meanings ascribed thereto in the Circular.
2. IMPLEMENTATION OF THE SCHEME
Shareholders are advised that all the Scheme Conditions have now been fulfilled or waived, as the
case may be, and that the Scheme has become unconditional with effect from Wednesday, 11
March 2026. Furthermore, the TRP has issued the Compliance Certificate. Consequently, RFG and
Premier will proceed with the implementation of the Scheme.
The implementation of the Scheme will result in:
- Premier acquiring all the Offer Shares for the Scheme Consideration on the Scheme
Implementation Date;
- the issue of the Scheme Consideration Shares to Scheme Participants, in the Share Swap
Ratio, and settlement of the Scheme Consideration Cash to Scheme Participants, on the
Scheme Implementation Date; and
- the RFG Shares being delisted from the Main Board of the JSE Limited in terms of the JSE
Listings Requirements following the Scheme Implementation Date.
Notwithstanding the definition of the Scheme Consideration Cash payable to Scheme Participants
who hold fractional entitlements in the Circular, the Scheme Consideration Cash will be calculated
in accordance with the JSE Listings Requirements as the VWAP at which a Premier Share trades
on the Scheme LDT + 1, being Wednesday, 25 March 2026, less 10%, multiplied by the fractional
entitlement of a Scheme Participant. A further announcement will be published in due course
informing RFG Shareholders of the price to be used in determining the Scheme Consideration
Cash.
3. FOREIGN SHAREHOLDERS
Foreign Shareholders are reminded that in order to receive the Scheme Consideration Shares
they are required to comply with paragraph 38.1.4 of the Circular by no later than the Scheme
LDT.
Please note that the reference to Tuesday, 24 February 2026 in paragraph 38.1.13.3 of the
Circular has been extended and should be read as a reference to the Scheme LDT.
4. SALIENT DATES AND TIMES 1
The Scheme will be implemented in accordance with the following salient dates and times:
2026
Scheme LDT, being the last day to trade in RFG Shares in order to be Tuesday, 24 March
eligible to participate in the Scheme, on 2, 3
Suspension of listing of RFG Shares at the commencement of trade on Wednesday, 25 March
the JSE, on
List and commencement of trade in the entitlement securities on the JSE, Wednesday, 25 March
on
Announcement published on SENS in respect of the Scheme Thursday, 26 March
Consideration Cash payment applicable to fractional entitlements, by
11:00 on
Scheme Record Date, being the date on which an RFG Shareholder must Friday, 27 March
be recorded in the Register to be eligible to participate in the Scheme, on
Scheme Implementation Date, on Monday, 30 March
Date of settlement of the Scheme Consideration (including the credit of Monday, 30 March
the Scheme Consideration Shares to the relevant accounts held by
Scheme Participants at their Broker or central securities depository
participant and the credit of the Scheme Consideration Cash in respect of
fractional entitlements to their bank accounts) to Scheme Participants who
are holders of certificated RFG Shares if the form of surrender (green)
attached to the Circular and the Documents of Title in respect of their RFG
Shares are received by the Transfer Secretaries on or before 12:00 on the
Scheme Record Date, on
Scheme Participants who hold dematerialised RFG Shares will have their Monday, 30 March
accounts held at their Broker or central securities depository participant
debited with the RFG Shares and credited with the Scheme Consideration
(including the credit of the Scheme Consideration Shares to the relevant
accounts held at their Broker or central securities depository participant
and the credit of the Scheme Consideration Cash in respect of fractional
entitlements to their bank accounts), on
Date of the termination of listing of RFG Shares on the JSE at the Tuesday, 31 March
commencement of trade, on
Notes:
1. All times given above are local times in South Africa.
2. RFG Shareholders should note that, since trades in RFG Shares are settled by way of the
electronic settlement system used by Strate Proprietary Limited, settlement will take place
3 (three) business days after the date of a trade.
3. No dematerialisation or rematerialisation of RFG Shares may take place after the business
day following the Scheme LDT.
5. RESPONSIBILITY STATEMENTS
The members of the RFG Independent Board (to the extent that the information relates to RFG)
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 RFG is true and this announcement does not omit anything that is likely
to affect the importance of such information.
The directors of Premier (to the extent that the information relates to Premier) 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 Premier is true and this announcement does not omit anything that is likely to affect the
importance of such information.
Groot Drakenstein
12 March 2026
Financial adviser and Transaction sponsor to RFG
Rand Merchant Bank (a division of FirstRand Bank Limited)
Attorneys to RFG
Webber Wentzel
Financial adviser and Transaction sponsor to Premier
Investec Bank Limited
Legal adviser to Premier
DLA Piper Advisory Services Proprietary Limited
Competition law advisor to Premier
Primerio International Limited
Disclaimer
This announcement shall not constitute an offer to buy or the solicitation of an offer to sell 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.
Date: 12-03-2026 09:24:00
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