PEMBURY LIFESTYLE GROUP LIMITED - Update on the Offer to Subscribe for Shares by Verityhurst and the Disposal of the PLG Retirement Villages

Update on the Offer to Subscribe for Shares by Verityhurst and the Disposal of the PLG Retirement Villages

PEMBURY LIFESTYLE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/205899/06)
(“PL Group” or “the Company”)
ISIN Code: ZAE000222949    JSE Code: PEM


UPDATE ON THE OFFER TO SUBSCRIBE FOR SHARES BY VERITYHURST AND
THE DISPOSAL OF THE PLG RETIREMENT VILLAGES


Shareholders are referred to the announcements released on SENS on 30 July 2020 and 6 August
2020 (“Announcements”). As set out in the Announcements (and using the terms defined therein
unless otherwise stated) shareholders were advised, inter alia, that the Board had accepted an
offer from Verityhurst to enter into a Share Subscription Agreement in terms of which Verityhurst has
agreed to subscribe for 180 000 000 Subscription Shares for cash at a subscription price of 10.5 cents
per share for a total consideration of R18 900 000, subject to certain suspensive conditions, namely:

-      the signature of a Subscription Agreement on or before 7 August 2020;
-      the immediate disposal of the PLG Retirement Villages subsidiary at R1.00 to Mr AR
       McLachlan, his nominee or a third party, which is currently reflected in the PL Group results
       as discontinuing operations, is incurring monthly losses and has liabilities in excess of
       R20 million;
-      the listing of the Subscription Shares on the JSE within five business days of the lifting of the
       suspension of trading in the Company’s shares; and
-      the restructure of the Board.


Further to the release of the aforementioned Announcements on SENS, the JSE has requested that
the Company notify shareholders that:

-      given that the Company was suspended on 1 July 2020, the Subscription Price pertaining to
       the subscription of the Subscription Shares by Verityhurst is subject to discussions with the JSE
       in terms of the Company’s general authority; and
-      in so far as paragraph 9.7 of the Listings Requirements of the JSE is concerned and to which
       the disposal of the PLG Retirement Villages is subject, the JSE has, via the Designated Advisor,
       engaged with the Company in order to reach a determination of the categorisation of such
       disposal prior to signature of the disposal agreement.


By order of the Board

Johannesburg
14 August 2020

Designated Advisor                            Corporate Advisor to Verityhurst
Merchantec Capital                                  AcaciaCap Advisors

Date: 14-08-2020 10:33:00
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