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PSG - PSG GROUP - Internal restructuring, listing and rights offer in respect of a subsidiary, Paladin Capital Limited PSG GROUP LIMITED Incorporated in the Republic of South Africa Registration number 1970/008484/06 JSE share code: PSG ISIN: ZAE000013017 ("PSG Group") INTERNAL RESTRUCTURING, LISTING AND RIGHTS OFFER IN RESPECT OF A SUBSIDIARY, PALADIN CAPITAL LIMITED ("Paladin" or "the Company") 1. INTRODUCTION The board of PSG Group is pleased to announce that at the general meeting of Paladin shareholders held on Wednesday, 12 August 2009, Paladin shareholders unanimously approved the internal corporate restructuring required to bring to fruition PSG Group`s stated vision of listing Paladin on the JSE Limited ("the JSE"). 2. DETAILS OF PALADIN Paladin is PSG Group`s preferred investment vehicle. Its present investment portfolio comprises a diverse range of listed and unlisted companies across various sectors and industries. The company`s investment mandate enables it to acquire significant stakes in businesses with strong sustainable cash flows and with attractive long term growth prospects. One of its major investments is a 49.0% interest in the unlisted Thembeka Capital Limited, a black-owned and controlled BEE company which in itself has an investment portfolio including the JSE , Capitec Bank Holdings Limited and PSG Group. Other Paladin investments include the listed Petmin Limited, CIC Holdings Limited and Erbacon Investment Holdings Limited (to name a few). The Paladin board of directors ("the Board") has valued the Company`s current investment portfolio (net of debt) at approximately R692 million. Additional details of Paladin`s investment portfolio will be provided in the abridged pre-listing statement to be published in anticipation of Paladin`s listing per paragraph 4. 3. INTERNAL RESTRUCTURING An internal corporate restructuring was required to ensure that Paladin could list on the JSE, to accommodate the entry of new shareholders in a listed environment and facilitate future capital raisings by the Company. As part of such internal restructuring, a management agreement has been concluded between Paladin and PSG Group in terms of which PSG Group has been mandated to manage the business of Paladin. Details of the management agreement will be contained in the pre-listing statement that will be posted to Paladin shareholders in due course. 4. LISTING ON ALTX It is intended that Paladin will list on the Altx exchange of the JSE ("Altx ") on or about Friday, 28 August 2009 or as soon as is practically possible thereafter. The Altx Advisory Committee has approved such listing and the Company is in the process of obtaining the necessary approval from the JSE`s Issuer Services division. The listing will be by way of an introduction and there will be no initial capital raising (save for the rights offer per 5 below). Additional details of the listing will be provided in the abridged pre-listing statement to be published in due course. 5. RIGHTS OFFER As soon as possible after the listing of Paladin on Altx, the Company will proceed with a renounceable rights offer in terms of which it will seek to raise approximately R150 million (i.e. 129.31 million rights offer shares at R1.16 each)(or such other number or price as the Board may determine with reference to prevailing market conditions) from the Paladin and PSG Group shareholders. In terms of the aforegoing, PSG Group will renounce approximately 65% of its rights in favour of its shareholders on a pro rata basis. Such PSG Group shareholders will then be able to participate in Paladin`s rights offer as if they were Paladin shareholders. This will also contribute to an increased shareholder spread and enhanced share liquidity. Additional details of the rights offer will be provided in a further announcement to be published in due course. 6. FINANCIAL EFFECTS The pro forma financial effects of the aforementioned internal restructuring and the renounceable rights offer will be disclosed in a further announcement to be published by PSG Group in due course. Stellenbosch 13 August 2009 PSG Capital (Pty) Limited: Sponsor to PSG Group and corporate advisor to Paladin Questco Sponsors (Pty) Limited: Designated advisor to Paladin Date: 13/08/2009 17:38:01 Supplied by www.sharenet.co.za 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.
