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QUANTUM FOODS HOLDINGS LIMITED - Dealings in securities

Release Date: 02/09/2024 17:45
Code(s): QFH     PDF:  
Wrap Text
Dealings in securities

QUANTUM FOODS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2013/208598/06)
Share code: QFH
ISIN: ZAE000193686
("Quantum Foods" or the "Company")

DEALINGS IN SECURITIES

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements ("JSE Listings Requirements"),
shareholders of Quantum Foods are hereby advised of the following dealings in ordinary shares in Quantum Foods
("Shares") by directors of the Company ("Directors"), associates of Directors ("Associates") and an associate of a
director of a major subsidiary of the Company.

Dealings by Directors:

 Class of securities:                                 Shares
 Nature of transaction:                               The grant of a call option to a third party to purchase Shares at
                                                      any time between the Signature Date (as defined below) and
                                                      31 December 2025 ("Call Option"), for no consideration
                                                      ("Call Option Agreement").
 Date of transaction:                                 2 September 2024 ("Signature Date")
 Price per Share:                                     R8.00 per Share, escalating at the Prime Rate* from
                                                      1 January 2025 until settlement of the trade implemented
                                                      pursuant to the exercise of the Call Option, less an amount equal
                                                      to the aggregate amount of any distribution declared and made
                                                      by the Company in respect of the Shares between the
                                                      Signature Date and the date on which the Call Option is
                                                      exercised ("Adjustment Mechanism").
 Nature and extent of the Directors' interest:        Direct beneficial
 On-market or off-market:                             Off-market
 Clearance given in terms of paragraph 3.66 of        Yes
 the JSE Listings Requirements:

Transaction 1

 Name of Director:                                    Adel Deidré van der Merwe
 Number of Shares subject to the Call Option          423 149
 Agreement:
 Total value of Shares subject to the Call Option     R3 385 192.00, subject to the Adjustment Mechanism
 Agreement:

Transaction 2

 Name of Director:                                    André Hugo Muller
 Number of Shares subject to the Call Option          693 853
 Agreement:
 Total value of Shares subject to the Call Option     R5 550 824.00, subject to the Adjustment Mechanism
 Agreement:

Dealings by Associates:

 Class of securities:                                 Shares
 Date of the transaction:                             2 September 2024
 Price per Share                                      R8.00 per Share, subject to the Adjustment Mechanism
 Nature and extent of the Directors' interest:        Indirect beneficial
 On-market or off-market:                             Off-market
 Clearance given in terms of paragraph 3.66 of        Yes
 the JSE Listings Requirements:

Transaction 1

 Name of Director:                                    Adel Deidré van der Merwe
 Name of Associate:                                   Dirk Cornelius van der Merwe
 Relationship with Director:                          Spouse of Adel Deidré van der Merwe
 Nature of transaction:                               Call Option Agreement
 Number of Shares subject to the Call Option          94 786
 Agreement:
 Total value of Shares subject to the Call Option     R758 288.00, subject to the Adjustment Mechanism
 Agreement:

Transaction 2

 Name of Director:                                    Adel Deidré van der Merwe
 Name of Associate:                                   Johan Daniël van der Merwe
 Relationship with Director:                          Son of Adel Deidré van der Merwe
 Nature of transaction:                               Call Option Agreement
 Number of Shares subject to the Call Option          18 000
 Agreement:
 Total value of Shares subject to the Call Option     R144 000.00, subject to the Adjustment Mechanism
 Agreement:

Transaction 3

 Name of Director:                                    Adel Deidré van der Merwe
 Name of Associate:                                   Karli van der Merwe
 Relationship with Director:                          Daughter of Adel Deidré van der Merwe
 Nature of transaction:                               Call Option Agreement
 Number of Shares subject to the Call Option          18 000
 Agreement:
 Total value of Shares subject to the Call Option     R144 000.00, subject to the Adjustment Mechanism
 Agreement:

Transaction 4

 Name of Director:                                    Wouter André Hanekom
 Name of Associate:                                   Any New Investments Proprietary Limited ("Any New
                                                      Investments")
 Relationship with Director:                          Wouter André Hanekom is a director of Any New Investments
                                                      and a beneficiary and trustee of the sole shareholder of Any New
                                                      Investments
 Nature of transaction:                               Call Option Agreement, including an option fee amounting to
                                                      R1 857 310.60 payable by the third party to Any New
                                                      Investments
 Number of Shares subject to the Call Option:         7 230 894
 Total value of Shares subject to the Call Option:    R57 847 152.00, subject to the Adjustment Mechanism

Transaction 5

 Name of Director:                                    Wouter André Hanekom
 Name of Associate:                                   HPS Invest Solutions Proprietary Limited ("HPS Solutions")
 Relationship with Director:                          Wouter André Hanekom is a director of HPS Solutions and a
                                                      beneficiary and trustee of the sole shareholder of HPS Solutions
 Nature of transaction:                               Call Option Agreement, including an option fee amounting to
                                                      R1 142 689.40 payable by the third party to HPS Solutions
 Number of Shares subject to the Call Option:         4 448 726
 Total value of Shares subject to the Call Option:    R35 589 808.00, subject to the Adjustment Mechanism

Dealing by an associate of a director of a major subsidiary of the Company:

 Name of director of a major subsidiary of the        Roelof Viljoen
 Company:
 Name of major subsidiary of the Company:             Quantum Foods Proprietary Limited
 Name of associate:                                   Grain 4 Investments Proprietary Limited ("Grain 4 Investments")
 Relationship with director:                          Roelof Viljoen is the sole shareholder and a director of Grain 4
                                                      Investments
 Class of securities:                                 Shares
 Nature of transaction:                               Agreement for the disposal of Shares
 Date of transaction:                                 1 September 2024, with implementation expected as soon as
                                                      possible
 Number of Shares:                                    859 291
 Price per Share:                                     R8.00
 Total value:                                         R6 874 328.00
 Nature and extent of the director's interest:        Indirect beneficial
 On-market or off-market:                             Off-market
 Clearance given in terms of paragraph 3.66 of        Yes
 the JSE Listings Requirements:

*The percentage publicly quoted as the basic rate of interest levied by FirstRand Bank Limited from time to time on
overdraft, calculated on a daily basis based on a 365 day year, irrespective of whether the applicable year is a leap year,
compounded monthly in arrears.


Wellington
2 September 2024

Corporate advisor and Sponsor
One Capital

Attorneys
Webber Wentzel

Date: 02-09-2024 05:45:00
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