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PSG GROUP LIMITED ("PSG")
INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA
REGISTRATION NUMBER 70/08484/06
PSG FINANCIAL SERVICES LIMITED ("PSL")
INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA
REGISTRATION NUMBER 03/00478/06
PSG NOBLE CAPITAL LIMITED ("PSGN")
INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA
REGISTRATION NUMBER 98/09647/06
RESULT OF GENERAL MEETINGS
1. RESULT OF GENERAL MEETINGS
PSG INVESTMENT BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT AT THE GENERAL
MEETINGS OF SHAREHOLDERS OF PSGN, PSG AND PSL HELD ON TUESDAY, 27 JULY 1999,
THE RESOLUTIONS WERE PASSED BY THE REQUISITE MAJORITIES OF SHAREHOLDERS AND THE
SPECIAL RESOLUTIONS PASSED THEREAT HAVE BEEN REGISTERED BY THE REGISTRAR OF
COMPANIES NECESSARY FOR, INTER ALIA:
1.1 THE SALE BY PSGN TO PSG INVESTMENT BANK HOLDINGS LIMITED ("PSGBH") OF ITS
NET ASSETS IN EXCHANGE FOR SHARES IN PSGBH AND/OR CASH; AND
1.2 THE DISTRIBUTION BY PSGN OF PSGBH SHARES TO ITS SHAREHOLDERS IN THE RATIO
OF 574,3581 PSGBH SHARES FOR EVERY 100 PSGN SHARES IN RESPECT OF WHICH AN
ELECTION TO RECEIVE UP TO 500 CENTS IN CASH PER PSGN SHARE WAS NOT EXERCISED
("THE PSGN CASH ELECTION").
ON THE IMPLEMENTATION OF THE ABOVE, PSGN WILL BE CONSTITUTED AS A CASH SHELL
WITH NET ASSETS REPRESENTED BY CASH OF R1,230 MILLION, EQUIVALENT TO 1 CENT PER
SHARE.
2. LAST DATE TO REGISTER FOR THE PSGN DISTRIBUTION, EXERCISE OF THE PSGN CASH
ELECTION AND ACCEPTANCE OF THE PSGN OFFER TO SUBSCRIBE FOR ADDITIONAL PSGBH
SHARES
2.1 PSGN SHAREHOLDERS MUST BE REGISTERED AS SUCH AT THE CLOSE OF BUSINESS ON
FRIDAY, 30 JULY 1999 IN ORDER TO PARTICIPATE IN THE PSGN DISTRIBUTION ("THE
RECORD DATE"). IN THIS REGARD ALL TRANSACTIONS IN PSGN ORDINARY SHARES WILL BE
FOR IMMEDIATE SETTLEMENT FOR THE WEEK ENDING 30 JULY 1999;
2.2 PSGN SHAREHOLDERS WHO DO NOT EXERCISE THE PSGN CASH ELECTION BY COMPLETING
AND RETURNING THE PSGN ELECTION FORM CONTAINED IN THE CIRCULAR TO SHAREHOLDERS
DATED 2 JULY 1999 ("THE PSGN ELECTION FORM") TO THE TRANSFER SECRETARIES,
COMPUTERSHARE SERVICES LIMITED, 4TH FLOOR, EDURA HOUSE, 41 FOX STREET,
JOHANNESBURG, 2001 (PO BOX 61051, MARSHALLTOWN, 2107) BY 14:00 ON FRIDAY, 30
JULY 1999 WILL BE DEEMED TO HAVE DECLINED THE PSGN CASH ELECTION AND WILL
AUTOMATICALLY RECEIVE 574,3581 PSGBH SHARES FOR EVERY 100 PSGN SHARES HELD ON
THE RECORD DATE;
2.3 PSGN SHAREHOLDERS WHO WOULD LIKE TO SUBSCRIBE FOR ADDITIONAL PSGBH SHARES
SHOULD COMPLETE THE RELEVANT SECTION OF THE PSGN ELECTION FORM WHICH SHOULD BE
RETURNED TO THE TRANSFER SECRETARIES, TOGETHER WITH A CHEQUE/BANKER'S DRAFT FOR
THE AMOUNT DUE AT 170,22 CENTS PER PSGBH SHARE MADE PAYABLE TO "PSGBH OFFER",
TO BE RECEIVED BY NOT LATER THAN 14:00 ON FRIDAY, 30 JULY 1999; AND
2.4 PSGN SHARE CERTIFICATES WILL REMAIN GOOD FOR DELIVERY ON THE JOHANNESBURG
STOCK EXCHANGE ("THE JSE").
3. STOCK EXCHANGE LISTINGS
THE JSE HAS AGREED WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS ON MONDAY, 2
AUGUST 1999:
3.1 TO GRANT A LISTING OF THE ENTIRE ISSUED SHARE CAPITAL OF PSGBH UNDER THE
ABBREVIATED NAME "PSGBH" IN THE FINANCIAL - "FINANCIAL SERVICES" SECTOR OF THE
JSE LIST; AND
3.2 TO TRANSFER PSGN'S LISTING TO THE "CASH COMPANIES" SECTOR OF THE JSE LIST.
JOHANNESBURG
28 JULY 1999
INVESTMENT BANK
PSG INVESTMENT BANK
AUDITORS AND REPORTING ACCOUNTANTS
PRICE WATERHOUSE COOPERS
CHARTERED ACCOUNTANTS (SA)
REGISTERED ACCOUNTANTS AND AUDITORS
REGISTRATION NUMBER 98/12055/21
ATTORNEYS
HOFMEYR HERBSTEIN GIHWALA CLUVER & WALKER INC
(REGISTRATION NUMBER 97/01523/21)
ATTORNEYS TO PSGN
FLUXMAN RABINOWITZ - RAPHAELY WEINER
SPONSORING BROKERS IN SOUTH AFRICA
PSG SECURITIES LIMITED
(REGISTRATION NUMBER 96/00509/06)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
WARBURG DILLON READ
WARBURG DILLON READ SECURITIES (SOUTH AFRICA) (PTY) LTD
(REGISTRATION NUMBER 95/11140/07)
A SUBSIDIARY OF UBS AG
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
SPONSORING BROKERS IN NAMIBIA
BRIAN VAN RENSBURG
TRADING AS ABN AMRO SECURITIES (NAMIBIA)
(PROPRIETARY) LIMITED
(MEMBER OF THE NAMIBIAN STOCK EXCHANGE)
