Wrap Text
Posting of the combined offer circular to RFG shareholders and notice of general meeting
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"
POSTING OF THE COMBINED OFFER CIRCULAR TO RFG SHAREHOLDERS INCORPORATING THE
NOTICE CONVENING THE GENERAL MEETING AND IMPORTANT DATES AND TIMES REGARDING THE
OFFER
1. INTRODUCTION
Shareholders of RFG ("RFG Shareholders") are referred to the joint firm intention announcement ("FIA")
published by RFG and Premier on SENS on Thursday, 16 October 2025.
Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear the
same meanings ascribed thereto in the FIA.
In terms of the Offer, Premier is offering to acquire all of the Offer Shares in exchange for:
1.1 the issue of Premier Shares, in the ratio of 1 Premier Share for every 7 RFG Shares; and
1.2 where a Scheme Participant's entitlement to the Scheme Consideration results in a fractional
entitlement to Premier Shares, a cash amount calculated as the volume weighted average price
at which a Premier Share trades on the JSE on the Scheme LDT (defined below), as published
by or derived from data published by Bloomberg L.P., less 10%, multiplied by the fractional
entitlement.
The Share Swap Ratio is based on a reference price of R22.00 per RFG Share and a reference price of
R154.00 per Premier Share.
2. POSTING OF CIRCULAR
RFG Shareholders are advised that a combined offer circular by RFG and Premier as contemplated in
regulation 106 of the Companies Regulations setting out the full terms and conditions of the Scheme
("Circular") will be posted to RFG Shareholders today, 13 November 2025.
The Premier Independent Expert Report and the Premier Independent Board opinion in respect of the value
and price of the Premier Shares in accordance with Regulation 110(10)(a) and the RFG Independent Expert
Report and the opinion of the RFG Independent Board in relation to the Offer and the Scheme Consideration
are incorporated into the Circular.
Copies of the Circular may be obtained during normal business hours from today, 13 November 2025, until
a date falling 10 Business Days after the Scheme record date at RFG's registered office. An electronic copy
of the Circular is also available on RFG's website https://rfg.com/ from today, 13 November 2025 or can be
requested by email from RFG's company secretary at the following address: mosa.kgothadi@rfg.com.
To obtain a thorough understanding of the Offer, RFG Shareholders are advised to refer to the full terms
and conditions pertaining thereto, as set out in the Circular.
3. GENERAL MEETING
The general meeting of RFG Shareholders will be held entirely by electronic communication at 10:00 on
Thursday, 11 December 2025 to consider and if deemed fit, pass the resolutions required to approve the
Scheme ("General Meeting"). The notice convening the General Meeting is incorporated into the Circular.
4. SALIENT DATES AND TIMES 1, 2, 3
The important dates and times in relation to the Offer are set out in the table below.
2025
Record date to determine which RFG Shareholders are entitled to Friday, 7 November
receive the Circular, on
Publication and posting of the Circular to RFG Shareholders, on Thursday, 13 November
Notice of publication and posting of the Circular published on SENS, on Thursday, 13 November
Notice of publication and posting of the Circular published in the South Friday, 14 November
African press, on
General Meeting last day to trade ("General Meeting LDT"), being the Tuesday, 2 December
last day to trade in RFG Shares in order to be eligible to attend, speak
and vote at the General Meeting, on 4, 5
General Meeting record date, being the date on which an RFG Friday, 5 December
Shareholder must be recorded in the RFG securities register
("Register") to be eligible to attend, speak and vote at the General
Meeting, on
Forms of proxy to be received by the transfer secretaries of RFG Tuesday, 9 December
("Transfer Secretaries") by 10:00, on 6, 7, 8
Last date and time for RFG Shareholders to give notice to RFG objecting Thursday, 11 December
to the Scheme Resolution in terms of section 164 of the Companies Act
by 10:00, on
General Meeting to be held at 10:00, on Thursday, 11 December
Results of the General Meeting published on SENS, on Thursday, 11 December
Results of the General Meeting published in the South African press, on Friday, 12 December
If the Scheme is approved:
Last date on which RFG Shareholders who voted against the Scheme Friday, 19 December
Resolution can require RFG to seek court approval for the Scheme in
terms of section 115(3)(a) of the Companies Act (if applicable), on
Last date on which RFG Shareholders who voted against the Scheme Tuesday, 30 December
Resolution can make application to court in terms of section 115(3)(b) of
the Companies Act (if applicable), on
Last date for RFG to send notice of adoption of the Scheme Resolution in Tuesday, 30 December
terms of section 164(4) of the Companies Act to RFG Shareholders who
provided written notice of objection of and subsequently voted against the
Scheme Resolution, on
2026
Expected last date for Dissenting Shareholders to exercise their Appraisal Wednesday, 14 January
Rights, on 9
If the Scheme becomes unconditional: 10
Finalisation announcement expected to be published on SENS by 11:00, Tuesday, 10 March
on or about
Finalisation announcement expected to be published in the South Wednesday, 11 March
African press, on or about
Expected date of lodging an application for the termination of listing of Wednesday, 11 March
the RFG Shares on the JSE, on or about
Expected Scheme last day to trade ("Scheme LDT"), being the last day Tuesday, 17 March
to trade in RFG Shares in order to be eligible to participate in the
Scheme, on or about 4, 5
Expected suspension of listing of RFG Shares at the commencement of Wednesday, 18 March
trade on the JSE, on or about
Announcement published on SENS in respect of the Scheme Thursday, 19 March
Consideration Cash payment applicable to fractional entitlements,
based on the VWAP of a Premier Share traded on the JSE on
Wednesday, 18 March 2026, discounted by 10%, by 11:00 on
Expected Scheme record date, being the date on which an RFG Friday, 20 March
Shareholder must be recorded in the Register to be eligible to participate
in the Scheme, on or about
Expected Scheme implementation date, on or about Monday, 23 March
Expected date of settlement of the Scheme Consideration (including the Monday, 23 March
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) 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 or about
Scheme Participants who hold dematerialised RFG Shares expected to Monday, 23 March
have their accounts held at their broker or central securities depository
participant debited with the RFG Shares and the Scheme Consideration
credited (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 or about
Expected date of the termination of listing of RFG Shares on the JSE at Tuesday, 24 March
the commencement of trade, on or about
Notes:
1. The dates and times set out above are subject to change, with the approval of the JSE and the TRP, if required.
2. Any change in the dates and times will be published on SENS and in the South African press.
3. All times given above are local times in South Africa.
4. 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.
Therefore, persons who acquire RFG Shares after the General Meeting LDT, namely, Tuesday, 2 December 2025,
will not be entitled to attend, speak or vote at the General Meeting, but may nevertheless, if the Scheme becomes
wholly unconditional and the Compliance Certificate is issued by the TRP, participate in the Scheme, provided that
they acquire RFG Shares on or prior to the Scheme LDT.
5. No dematerialisation or rematerialisation of RFG Shares may take place:
- after the business day following the General Meeting LDT until the business day following the General Meeting
record date; or
- after the business day following the Scheme LDT.
6. RFG Shareholders who hold dematerialised RFG Shares, other than those with "own name" registration, must
provide their broker or central securities depository participant with their instructions for voting at the General Meeting
by the cut-off date and time stipulated by their broker or central securities depository participant in terms of their
respective custody agreements.
7. Any form of proxy not delivered to the Transfer Secretaries by the stipulated date and time may be delivered to the
RFG company secretary by email at mosa.kgothadi@rfg.com before such RFG Shareholder's rights are exercised
at the General Meeting.
8. If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial General Meeting will
remain valid in respect of any adjournment or postponement of the General Meeting.
9. RFG Shareholders who wish to exercise their Appraisal Rights are referred to annexure 9 of the Circular.
10. The dates pertaining to the Scheme have been determined on the assumption that all Scheme Conditions will be
fulfilled or waived by Monday, 9 March 2026 and the Compliance Certificate is issued by the TRP by Tuesday, 10
March 2026 and that RFG Shareholders will not exercise their rights in terms of section 115(3) of the Companies Act.
The actual dates will be confirmed in the finalisation announcement if the Scheme becomes wholly unconditional.
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
13 November 2025
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
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.
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.
The Transaction relates to the shares of a South African company and is being made by means of a scheme of
arrangement provided for under the laws of South Africa. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act
of 1934. Accordingly, the Transaction is subject to disclosure requirements and practices applicable in South
Africa, which are different from the disclosure and other requirements of the US tender offer and proxy
solicitation rules. Neither the SEC, nor any securities commission of any state of the United States, has
approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or
accuracy of this document. Any representation to the contrary is a criminal offence in the United States. The
financial information included in this 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.
The securities mentioned in this document have not been and will not be registered under the US Securities Act
of 1933, as amended (the "US Securities Act"), or with any regulatory authority of any state or other jurisdiction
in the United States and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or
into the United States at any time except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and applicable state and other securities laws of the US.
There will be no public offering in the United States.
It may be difficult for US holders of RFG Shares to enforce their rights and any claims they may have arising
under US Federal securities laws in connection with the Transaction, since Premier and RFG are organised
under the laws of a country other than the United States, and some or all of their respective officers and directors
may be residents of countries other than the United States and most of the assets of Premier and RFG are
located outside of the United States. US holders of RFG Shares may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.
US RFG 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 RFG 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 RFG's and Premier'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 RFG's and Premier's current intentions, beliefs and expectations about among other
things, RFG's or Premier's results of operations, financial condition, prospects, growth, strategies and the
industry in which RFG or Premier 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 RFG's and Premier'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 RFG and Premier 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 RFG Share or per Premier Share for the current
or future financial years would necessarily match or exceed the historical published earnings per RFG Share or
per Premier 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: 13-11-2025 08:38:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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