PSG GROUP LIMITED
("PSG)
PSG FINANCIAL SERVICES LIMITED
("PSL")
PSG GROUP LIMITED INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA REGISTRATION
NUMBER 70/08484/06
PSG FINANCIAL SERVICES LIMITED FORMERLY SERVGRO INTERNATIONAL LIMITED
INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA REGISTRATION NUMBER 03/00478/06
SALIENT DATES FOR THE SCHEME OF ARRANGEMENT PROPOSED BY PSG GROUP LIMITED
BETWEEN PSL, PSL MEMBERS AND SERVGRO MEMBERS
PSG INVESTMENT BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT, FURTHER TO THE
PRESS ANNOUNCEMENT OF 5 MAY 1999 WHICH INDICATED THAT A SCHEME OF ARRANGEMENT
("THE SCHEME") WILL BE PROPOSED BY PSG GROUP LIMITED, BETWEEN PSL, PSL MEMBERS
AND SERVGRO MEMBERS ("SCHEME PARTICIPANTS"), THE SALIENT DATES FOR THE SCHEME
HAVE BEEN FINALISED.
IN SUMMARY, THE SCHEME CONSIDERATION THAT PSL MEMBERS WILL RECEIVE IS 23,3217
PSG SHARES FOR EVERY 100 PSL SHARES HELD, THE SCHEME CONSIDERATION THAT SERVGRO
MEMBERS WILL RECEIVE IS A CASH DIVIDEND OR, IF SO ELECTED, 23,3217 PSG SHARES
FOR EVERY 100 PSL SHARES HELD.
IN ORDER TO IMPLEMENT THE SCHEME, IT IS NECESSARY THAT SCHEME MEETINGS BE
CONVENED AND HELD.
THE FOLLOWING ARE THE SALIENT DATES FOR THE SCHEME MEETINGS AND THE SCHEME (SEE
NOTE (I)):
1999
DOCUMENTS RELATING TO THE SCHEME POSTED ON FRIDAY, 2 JULY
CLOSING DATE FOR RECEIPT OF PROXIES FOR
SCHEME MEETING OF PSL MEMBERS, BY 09:00
(SEE NOTE (II)) FRIDAY, 16 JULY
CLOSING DATE FOR RECEIPT OF PROXIES FOR
SCHEME MEETING OF SERVGRO MEMBERS,
BY 09:30 ON FRIDAY, 16 JULY
SCHEME MEETINGS HELD AT 09:00 AND 09:30 ON MONDAY, 19 JULY
APPLICATION TO COURT TO SANCTION
THE SCHEME WEDNESDAY, 28 JULY
RECORD DATE OF THE SCHEME FRIDAY, 30 JULY
SERVGRO MEMBERS' ELECTION DATE FRIDAY, 30 JULY
LISTING OF PSL ORDINARY SHARES ON THE
JOHANNESBURG STOCK EXCHANGE
("THE JSE") AND ON THE NAMIBIAN
STOCK EXCHANGE ("THE NSX") TERMINATE
AT CLOSE OF BUSINESS ON (SEE NOTE (III)) FRIDAY, 30 JULY
OPERATIVE DATE OF THE SCHEME MONDAY, 2 AUGUST
CERTIFICATES IN RESPECT OF PSG ORDINARY
SHARES POSTED TO SCHEME PARTICIPANTS
(IF RELEVANT DOCUMENTS OF TITLE HAVE
ALREADY BEEN SURRENDERED) FROM MONDAY, 2 AUGUST
CHEQUES IN RESPECT OF FRACTIONAL
ENTITLEMENTS TO PSL MEMBERS'
CONSIDERATION SHARES POSTED
TO PSL MEMBERS (IF DOCUMENTS OF TITLE
HAVE BEEN RECEIVED PRIOR TO THE OPERATIVE
DATE OR, FAILING THAT, WITHIN SEVEN
BUSINESS DAYS OF RECEIPT THEREOF BY THE
TRANSFER SECRETARIES) FROM MONDAY, 2 AUGUST
ANTICIPATED LISTING OF THE PSL MEMBERS'
CONSIDERATION SHARES COMMENCES ON THE JSE MONDAY, 2 AUGUST
NOTES
(I) THE ABOVE DATES ARE SUBJECT TO AMENDMENT. ANY AMENDMENT WILL BE PUBLISHED
IN THE PRESS.
(II) IF A PROXY FORM FOR THE SCHEME MEETING IS NOT RECEIVED BY FRIDAY, 16 JULY
1999, IT MAY BE HANDED TO THE CHAIRMAN OF THE RELEVANT SCHEME MEETING BY NOT
LATER THAN TEN MINUTES BEFORE THE COMMENCEMENT OF THE MEETING, I.E. BY 08:50
FOR THE PSL MEMBERS' MEETING AND 09:20 FOR THE SERVGRO MEMBERS' MEETING.
(III) TRANSACTING IN PSL ORDINARY SHARES ON THE JSE AND THE NSX IN THE WEEK
ENDING 30 JULY 1999 WILL BE FOR IMMEDIATE SETTLEMENT.
A FURTHER ANNOUNCEMENT WILL BE PUBLISHED ON OR ABOUT 30 JULY 1999, REPORTING ON
THE OUTCOME OF THE SCHEME MEETINGS.
ALL DOCUMENTATION RELATING TO THE SCHEME WILL BE DESPATCHED TO SCHEME
PARTICIPANTS TODAY.
JOHANNESBURG
30 JUNE 1999
INVESTMENT BANK
PSG INVESTMENT BANK
SPONSORING BROKERS IN SOUTH AFRICA
PSG SECURITIES LIMITED
WARBURG DILLON READ SECURITIES (SOUTH AFRICA) (PTY) LIMITED
ATTORNEYS
HOFMEYR HERBSTEIN GIHWALA CLUVER & WALKER INC
SPONSORING BROKERS IN NAMIBIA
BRIAN VAN RENSBURG
TRADING AS ABN-AMRO SECURITIES
(NAMIBIA) (PROPRIETARY) LIMITED
(MEMBER OF THE NAMIBIAN
STOCK EXCHANGE)
SANDY KENNEDY
TEL: +27 11 726 6325 EXT 202
FAX: +27 11 482 1818