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Finalisation Announcement
PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1970/008484/06)
JSE Limited (“JSE”) share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
(“PSG Group” or “the Company”)
FINALISATION ANNOUNCEMENT
1. INTRODUCTION
1.1 Shareholders are referred to the various announcements released by PSG Group on the
JSE’s Stock Exchange News Service (“SENS”) and the circular distributed to Shareholders
on Friday, 8 July 2022 (“Circular”), advising that, subject to the fulfilment (or where
applicable, waiver) of the PSG Group Restructuring Conditions, including receipt of the
requisite Shareholder approval, PSG Group will, as one indivisible arrangement, implement
the PSG Group Restructuring (comprising the PSG Group Unbundling, the PSG Group
Scheme and the Delisting) on the terms set out in the Circular.
1.2 All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Circular.
2. STATUS OF PSG GROUP RESTRUCTURING CONDITIONS
The Company is pleased to advise Shareholders that all PSG Group Restructuring Conditions
have been fulfilled or waived, as the case may be, and that the PSG Group Restructuring has
therefore become unconditional.
3. TIMETABLE
The salient dates and times for the PSG Group Restructuring therefore remain as set out in the
Circular and announced on SENS on Friday, 8 July 2022. The relevant dates and times are
repeated below for ease of reference:
PSG Group Unbundling 2022
Finalisation announcement in respect of the PSG Group Unbundling Thursday, 25 August
published on SENS on
Finalisation announcement in respect of the PSG Group Unbundling Friday, 26 August
published in the South African press on
Last day to trade Shares in order to be recorded in the Register to Tuesday, 6 September
participate in the PSG Group Unbundling on
Shares trade ex-right to the Unbundled Shares Wednesday, 7 September
Announcement in respect of the apportionment of base costs and the Thursday, 8 September
cash value of fractional entitlements in relation to the PSG Group
Unbundling for taxation purposes by 11:00 on
PSG Group Unbundling Record Date Friday, 9 September
Announcement in respect of the closing prices after the market Friday, 9 September
closes on
PSG Group Unbundling Completion Date on which Shareholders will Monday, 12 September
have their accounts at their CSDP or Broker updated to reflect the
Unbundled Shares
Payment of cash amount in respect of fractional entitlements Monday, 12 September
(assuming timely receipt of completed Forms of Surrender) on
PSG Group Scheme
Announcement of final Scheme Consideration to be released on Friday, 16 September
SENS on
Scheme Last Day to Trade Tuesday, 20 September
Trading in Scheme Shares on the JSE to be suspended from Wednesday, 21 September
commencement of trade on
Scheme Consideration Record Date to be recorded in the Register in Friday, 23 September
order to receive the Scheme Consideration
Scheme Implementation Date Monday, 26 September
Scheme Consideration payment to Dematerialised Shareholders to Monday, 26 September
take place on
Scheme Consideration payment to Certificated Shareholders Monday, 26 September
(assuming timely surrender of Documents of Title and duly
completed Forms of Surrender) on
Termination of listing of Scheme Shares on the JSE at Tuesday, 27 September
commencement of trade on
Delisting
Termination of listing of remaining PSG Group Shares on the JSE at Tuesday, 27 September
commencement of trade on
Notes:
1. The above dates and times are subject to amendment at the discretion of PSG Group, subject
to the approval of the relevant regulators, if required. Any such amendment will be published on
SENS.
2. Shareholders should note that as transactions in PSG Group Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after
such trade.
3. In terms of the PSG Group Unbundling, Shareholders will receive the Unbundled Shares in
Dematerialised form only. Certificated Shareholders wishing to receive their Unbundled Shares
in Dematerialised form and Shareholders wishing to materialise their Unbundled Shares following
the implementation of the PSG Group Unbundling, are referred to page 10 of the Circular, which
details the steps to be taken by them in this regard.
4. Share certificates may not be Dematerialised or re-materialised between Wednesday,
7 September 2022 and Friday, 9 September 2022, or between Wednesday, 21 September 2022
and Friday, 23 September 2022, both days inclusive.
5. All times indicated above are in South African Standard Time.
4. DISQUALIFIED PERSON SHAREHOLDERS
4.1 As indicated in paragraph 3.14 of the Circular, the Scheme Consideration of R23.00 per
Scheme Share may be reduced should there be an increase in PSG Group’s disqualified
person shareholding (as defined in Annexure 4 of the Circular) between the Last Practicable
Date (amounting to approximately 12.9% at that date) and the PSG Group Unbundling
Record Date, being Friday, 9 September 2022.
4.2 Shareholders are advised that, based on the most recent Register available to the Company
at the date of this announcement, the level of PSG Group’s disqualified person shareholding
has remained unchanged at approximately 12.9%. Accordingly, based on the current level
of PSG Group’s disqualified person shareholding, it is not expected that the Scheme
Consideration will need to be adjusted, meaning that the Scheme Consideration is expected
to remain R23.00 per Scheme Share.
4.3 The Company will release an announcement on SENS on Friday, 16 September 2022 to
confirm the final Scheme Consideration, based on the disqualified person shareholding at
the PSG Group Unbundling Record Date.
5. RESPONSIBILITY STATEMENT
5.1 The Independent Board individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not
omit anything that is likely to affect the importance of the information contained herein or
which would make any statement false or misleading, and that all reasonable enquiries to
ascertain such information have been made and the announcement contains all information
required by law and the JSE Listings Requirements.
5.2 The PSG Group Board (excluding the members of the Independent Board) (“Board”)
individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the Board certifies that, to the best of its
knowledge and belief, the information contained in this announcement solely pertaining to
the Company is true and, where appropriate, does not omit anything that is likely to affect
the importance of the information contained herein or which would make any statement false
or misleading, and that all reasonable enquiries to ascertain such information have been
made and the announcement contains all information required by law and the JSE Listings
Requirements.
Stellenbosch
25 August 2022
Transaction Advisor and Sponsor – PSG Capital
Independent Joint Sponsor – Tamela Holdings Proprietary Limited
Legal Advisor as to South African law – Cliffe Dekker Hofmeyr Incorporated
Disclaimers
The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law. The distribution of the Unbundled Shares to Foreign Shareholders in terms
of the PSG Group Unbundling or the transfer of PSG Group Shares in terms of the PSG Group
Scheme may be affected by the laws of the relevant Foreign Shareholders’ jurisdictions. In this regard,
Foreign Shareholders are referred to the further details set out below.
Foreign Shareholders: General
No action has been taken by PSG Group to obtain any approval, authorisation or exemption to permit
the distribution of the Unbundled Shares or the PSG Group Scheme or the possession or distribution
of this announcement (or any other publicity material relating to the Unbundled Shares or the PSG
Group Shares in terms of the PSG Group Scheme) in any jurisdictions other than South Africa.
The PSG Group Restructuring is being conducted under the procedural requirements and disclosure
standards of South Africa which may be different from those applicable in other jurisdictions. The legal
implications of the PSG Group Restructuring on persons resident or located in jurisdictions outside of
South Africa may be affected by the laws of the relevant jurisdiction. Such persons should consult
their professional advisors and inform themselves about any applicable legal requirements, which
they are obligated to observe. It is the responsibility of any such persons participating in the PSG
Group Restructuring to satisfy themselves as to the full observance of the laws of the relevant
jurisdiction in connection therewith.
Foreign Shareholders should refer to and take into account the disclaimers set out in this
announcement and contained in the Circular in relation to those jurisdictions.
Foreign Shareholders should nevertheless consult their own professional advisors and satisfy
themselves as to the applicable legal requirements in their jurisdictions.
Notice to Foreign Shareholders located in the United States of America (“US”)
This announcement is not an offer of securities for sale in the US. The Unbundled Shares and the
PSG Group Shares have not been and will not be registered under the US Securities Act of 1933, as
amended (the “US Securities Act”), or with any regulatory authority of any state or other jurisdiction
in the US and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or
into the US at any time except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and applicable state and other securities laws of
the US.
The Unbundled Shares and the PSG Group Shares have not been and will not be listed on a US
securities exchange or quoted on any inter-dealer quotation system in the US. The Company does
not intend to take any action to facilitate a market in the Unbundled Shares or the PSG Group Shares
in the US. Consequently, it is unlikely that an active trading market in the US will develop for the
Unbundled Shares or the PSG Group Shares.
The Unbundled Shares and the PSG Group Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission in the US or any other
regulatory authority in the US, nor have any of the foregoing authorities passed comment on, or
endorsed the merit of, the PSG Group Restructuring or the accuracy or the adequacy of this
announcement or the information contained herein. Any representation to the contrary is a criminal
offence in the US.
Notice to Foreign Shareholders located in the European Economic Area (“EEA”) and the
United Kingdom ("UK")
This announcement is not a prospectus, for the purposes of the Prospectus Regulation (EU)
2017/1129 or Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU
Exit) Regulations 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act
2018 as amended, on the basis that the Unbundled Shares and the PSG Group Shares are not being
admitted to trading on a regulated market situated or operating within the EEA or the UK, nor is there
an offer to the public in respect of the Unbundled Shares or the PSG Group Shares in any member
state of the EEA or in the UK. Accordingly, any person making or intending to make any offer for the
Unbundled Shares or the PSG Group Shares should only do so in circumstances in which no
obligation arises for PSG Group or the issuers of the Unbundled Shares to produce a prospectus for
such offer. The Company has not authorised the making of any offer for the Unbundled Shares or the
PSG Group Shares through any financial intermediary.
Date: 25-08-2022 05:00:00
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.
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