PSV HOLDINGS LIMITED - Quarterly suspension update and cancellation of proposed related party disposal

Quarterly suspension update and cancellation of proposed related party disposal

PSV Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/004365/06)
Share code: PSV ISIN: ZAE000078705
(“PSV” or “the Company”)


QUARTERLY SUSPENSION UPDATE AND CANCELLATION OF PROPOSED RELATED PARTY DISPOSAL


Shareholders are reminded that the Company remains subject to the Business Rescue
proceedings which commenced on 23 March 2020 and that the listing of the Company was
suspended on the JSE with effect from 1 September 2020 as a result of the Company not
having published its provisional report for the year ended 28 February 2020 on or before 31
August 2020 (“Suspension”).

1. Quarterly Update
   In accordance with paragraph 1.11(c) of the JSE Listings Requirements, the Company is
   required to provide a quarterly update to shareholders on the current state of affairs of
   the Company until the Suspension is lifted.

  Shareholders are accordingly advised that as per the announcements published on SENS
  between 1 July 2020 and 1 October 2020:

  1.1    the published Business Rescue Plan, as amended, was adopted at the meeting held in
         accordance with section 151 of the Companies Act, 71 of 2008 (“Companies Act”)
         held on 14 August 2020. A copy thereof may be obtained from Engaged Business
         Turnaround at ruan@engagedbt.co.za.
  1.2    the remuneration of the Business Rescue Practitioners was approved at the section
         143 meeting held on 19 August 2020;
  1.3    PSV Industrial (Pty) Ltd (“PSVI”), the Company’s main trading subsidiary was placed
         into final liquidation on 14 August 2020; and
  1.4    PSV Asset Company (Pty) Ltd, which company holds the plant and equipment for
         the PSV group companies, was placed in Business Rescue on 4 September 2020.

2. Cancellation of the Proposed Related Party Disposal of Turbo Agencies (Pty) Ltd (“Turbo
   Agencies Botswana”)

  Shareholders are referred to the announcement published on SENS on 26 February 2020
  (“PSV Financial Position Announcement”) detailing, inter alia, the proposed disposal of
  Turbo Agencies Botswana to DNG Energy (Pty) Ltd (“DNG”) (“Proposed Disposal”), a
  material shareholder in and a related party to PSV, in terms of which DNG would take over
  the responsibility for the sureties previously signed by PSV in relation to the First National
  Bank - Botswana (“FNB”) Loan Facility granted to Turbo Agencies Botswana (“FNB
  Security”) in return for the settlement of any and all amounts owed by DNG to the
  Company and its wholly owned subsidiary, PSV Industrial (Pty) Ltd. As noted in the PSV
  Financial Position Announcement, the Proposed Disposal was subject to the conclusion of
  formal agreements and to FNB approving the assumption by DNG of the sureties
  previously signed by PSV in relation to amounts owing by Turbo Agencies Botswana to
  FNB.
  
  Shareholders are advised that following the placing of PSV into business rescue, FNB
  advised the PSV Business Rescue Practitioners that it will be lodging a claim against PSV in
  terms of the FNB Security, although to date no formal claim has been received. The
  Practitioners consider the Second Disposal to be a potentially voidable transaction or,
  alternatively, preferring one creditor over others. The PSV business rescue practitioners
  accordingly declined to proceed with the Proposed Disposal.

  As a result, and in light of the fact that Turbo Agencies Botswana had previously been
  classified as a discontinued operation, it will be accounted for as an abandoned asset in
  the financial results for the year ended 29 February 2020.

3. Update on the PSV Holdings Limited Business Rescue Plan
   Given that the Business Rescue proceedings of PSV have not been concluded within
   three months of the commencement thereof, the Business Rescue Practitioners publish a
   monthly update report in terms of section 132(3)(a) of the Companies Act (“Report”).

   The latest Report was published on 21 October 2020 indicating no change since the last
   report. Shareholders will be advised of any significant developments noted in the Report
   by means of a separate SENS announcement.

Johannesburg
30 October 2020

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 30-10-2020 10:30:00
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