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Quarterly Progress Report
PEMBURY LIFESTYLE GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2013/205899/06)
Share code: PEM ISIN: ZAE000222949
(“Pembury” or “the Company”)
QUARTERLY PROGRESS REPORT
In terms of paragraph 1.11(c) of the JSE Listings Requirements pertaining to the continuing obligations of
suspended companies, shareholders are hereby provided with a quarterly progress report on the current
state of affairs of the Company.
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.
Shareholders are referred to the ‘Restructure of the Board’ and ‘Update on Board Committee
Appointments’ announcements released on SENS on 17 August 2020 and 8 September 2020, respectively
in which shareholders were notified of the new appointments made to ensure that the Board and its
committees are properly constituted. Shareholders were also advised that the newly constituted Board will
seek to identify a suitable candidate to fulfil the role of the Chief Executive Officer and that in the interim,
the Financial Director, Mr Jaco Labuschagne, and Chief Operating Officer, Mr Sheldon Nielson, will jointly
cover this function with the assistance of the Board.
As set out in the ‘Renewal of Cautionary Announcement’ released on SENS on 21 September 2020,
shareholders were advised that, further to the ‘Receipt of Application for Provisional Liquidation and
Cautionary Announcement’ dated 14 February 2020 regarding the liquidation applications served on the
Company by Moore Stephens Inc, Pembury’s former auditors, and the subsequent renewal of cautionary
announcements, the last of which was dated 6 August 2020 (and using the terms defined therein unless
otherwise stated), Verityhurst has entered into an agreement for the acquisition of the claims from the
former auditors, and that the first payment in terms thereof has been made by Verityhurst. The agreement
provides for the initial halting of the legal proceedings and the withdrawal of the legal proceedings on
receipt of the final payment. It also provides for the former auditors to allow the incoming auditors access to
the working papers in order to verify opening balances, which was a stumbling block for the new auditors.
This access has been granted to the new auditors.
Furthermore, an arrangement is being made for the new auditors to recommence with finalising the audit
for the year ended 31 December 2019, which process will commence after the Company has provided
IFRS reviewed Annual Financial Statements to the new auditors. An independent IFRS reviewer has been
appointed by the Company and has commenced with the review of the subsidiary Annual Financial
Statements. The aim is to have the audited results and Annual Report finalised in October 2020. The
Company will also be required to publish its interim results for the 6 months ended 30 June 2020.
Thereafter, application will be made to the JSE for the lifting of the suspension of trade in the Company’s
securities.
Johannesburg
1 October 2020
Designated Adviser
Merchantec Capital
Date: 01-10-2020 08:30:00
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