Wrap Text
- DISPOSAL BY PSG OF ITS ENTIRE BUSINESS AS A GOING CONCERN, COMPRISING ALL
PSG'S SUBSIDIARIES AND INVESTMENTS, TO SERVGRO IN EXCHANGE FOR A CASH
CONSIDERATION OF R327 MILLION AND THE ISSUE OF NEW SERVGRO SHARES TO PSG WHICH
WILL RESULT IN PSG HOLDING A 61,9% INTEREST IN SERVGRO
- ACQUISITION OF CONTROL OF SERVGRO BY PSG AND OFFER TO SERVGRO SHAREHOLDERS
- CHANGE OF NAME OF SERVGRO
- ACQUISITION BY SIPHUMELELE OF AN 11,6% STRATEGIC EMPOWERMENT INTEREST IN
PSG BY AN ISSUE OF PSG SHARES FOR A CASH CONSIDERATION OF R90 MILLION
1. INTRODUCTION
1.1 PSG, ITS SUBSIDIARIES AND ASSOCIATES FOCUS ON DIVERSIFIED FINANCIAL
SERVICES. PSG IS LISTED IN THE FINANCIAL - "BANKS AND FINANCIAL SERVICES"
SECTOR OF THE JOHANNESBURG STOCK EXCHANGE ("THE JSE").
1.2 SERVGRO IS LISTED IN THE INDUSTRIAL - "CASH COMPANIES" SECTOR OF THE JSE
LISTS AND ON THE NAMIBIAN STOCK EXCHANGE ("THE NSE"). SERVGRO HAS CASH OF
APPROXIMATELY R340 MILLION AND CONTINGENT LIABILITIES ESTIMATED AT NOT MORE
THAN R13 MILLION.
2. DISPOSAL BY PSG OF ITS SUBSIDIARIES AND INVESTMENTS TO SERVGRO
2.1 FURTHER TO THE CAUTIONARY ANNOUNCEMENTS PUBLISHED IN THE PRESS ON 22
JANUARY AND 23 JANUARY 1998, NEDCOR INVESTMENT BANK AND RAND MERCHANT BANK
LIMITED ARE AUTHORISED TO ANNOUNCE THAT PSG AND SERVGRO HAVE ENTERED INTO AN
AGREEMENT ("THE SERVGRO AGREEMENT") IN TERMS OF WHICH, SUBJECT TO THE
FULFILMENT OF THE SUSPENSIVE CONDITIONS SET OUT IN 10.1, PSG HAS SOLD TO
SERVGRO, WITH EFFECT FROM 27 FEBRUARY 1998, ITS ENTIRE BUSINESS AS A GOING
CONCERN, COMPRISING PSG'S SHAREHOLDINGS IN AND CLAIMS ON LOAN ACCOUNT AGAINST
ALL ITS SUBSIDIARIES ("THE PSG SUBSIDIARIES") AND PSG'S INVESTMENTS
(COLLECTIVELY "THE PSG BUSINESS") ("THE SERVGRO TRANSACTION").
2.2 THE PURCHASE CONSIDERATION PAYABLE BY SERVGRO FOR THE PSG BUSINESS OF
R862,8 MILLION WILL BE SETTLED BY:
- A CASH PAYMENT TO PSG OF APPROXIMATELY R327 MILLION; AND
- THE ISSUE TO PSG OF APPROXIMATELY 200,7 MILLION SERVGRO SHARES AT AN ISSUE
PRICE OF 267 CENTS PER SHARE ("THE SERVGRO CONSIDERATION SHARES").
3. CHANGE OF CONTROL OF SERVGRO AND OFFER BY PSG TO SERVGRO SHAREHOLDERS
3.1 PURSUANT TO THE ISSUE OF THE SERVGRO CONSIDERATION SHARES PSG WILL HOLD
APPROXIMATELY 61,9% OF SERVGRO'S ISSUED SHARE CAPITAL AND PSG WILL HAVE
ACQUIRED CONTROL OF SERVGRO.
3.2 BY VIRTUE OF THE CHANGE OF CONTROL OF SERVGRO AND IN ACCORDANCE WITH THE
RULES OF THE SECURITIES REGULATION PANEL ("THE SRP") AND THE LISTINGS
REQUIREMENTS OF THE JSE, PSG WILL EXTEND AN OFFER TO SERVGRO SHAREHOLDERS ("THE
PSG OFFER") TO ACQUIRE THEIR SHARES:
- FOR A CASH CONSIDERATION OF 269 CENTS PER SERVGRO SHARE, BEING THE EXPECTED
NET ASSET VALUE PER SERVGRO SHARE AT THE EXPECTED CLOSING DATE OF THE PSG OFFER
BASED ON THE ASSUMPTION THAT THE SERVGRO TRANSACTION HAD NOT BEEN IMPLEMENTED
("THE CASH ALTERNATIVE"); OR
- IN EXCHANGE FOR THE ISSUE OF 26,7 PSG SHARES FOR EVERY 100 SERVGRO SHARES
HELD ("THE SHARE ALTERNATIVE").
3.3 SERVGRO SHAREHOLDERS WHO DECLINE THE PSG OFFER WILL CONTINUE TO BE
SHAREHOLDERS IN SERVGRO.
3.4 SUID-AFRIKAANSE NASIONALE LEWENS-ASSURANSIE MAATSKAPPY ("SANLAM" )
CURRENTLY HOLDS APPROXIMATELY 83,5 MILLION SERVGRO SHARES, CONSTITUTING 67,5%
OF SERVGRO'S ISSUED SHARE CAPITAL. SANLAM WILL NOT ACCEPT THE PSG OFFER IN
RESPECT OF ANY OF ITS SERVGRO SHARES BUT WILL DISPOSE OF SERVGRO SHARES AS
DESCRIBED IN 8.1 BELOW.
3.5 IT HAS BEEN CONFIRMED TO THE SRP THAT PSG WILL HAVE THE NECESSARY CASH
RESOURCES AND/OR FACILITIES TO IMPLEMENT THE CASH ALTERNATIVE IN TERMS OF THE
PSG OFFER.
4. ACQUISITION BY A CONSORTIUM LED BY SIPHUMELELE OF AN 11,6% STRATEGIC
EMPOWERMENT INTEREST IN PSG
4.1 NEDCOR INVESTMENT BANK IS AUTHORISED TO ANNOUNCE THAT PSG, SIPHUMELELE AND
CERTAIN INSTITUTIONS ("THE INSTITUTIONS") WILL ENTER INTO AN AGREEMENT IN TERMS
OF WHICH, SUBJECT TO THE FULFILMENT OF THE SUSPENSIVE CONDITIONS SET OUT IN
10.2, A SPECIAL PURPOSE COMPANY CONTROLLED BY SIPHUMELELE AND FUNDED JOINTLY BY
SIPHUMELELE AND THE INSTITUTIONS ("THE SIPHUMELELE INVESTMENT COMPANY") WILL
INVEST R90 MILLION IN PSG. SUCH INVESTMENT WILL BE IMPLEMENTED SIMULTANEOUSLY
WITH THE IMPLEMENTATION OF THE SERVGRO TRANSACTION BY THE SIPHUMELELE
INVESTMENT COMPANY SUBSCRIBING FOR 10 MILLION PSG SHARES ("THE PSG -
SIPHUMELELE INVESTMENT SHARES") AT A SUBSCRIPTION PRICE OF 900 CENTS PER SHARE
("THE SIPHUMELELE INVESTMENT").
4.2 AS THE SIPHUMELELE INVESTMENT WILL BE IMPLEMENTED BY WAY OF AN ISSUE OF PSG
SHARES FOR CASH, IT WILL REQUIRE THE PRIOR APPROVAL OF PSG SHAREHOLDERS IN
GENERAL MEETING.
4.3 SIPHUMELELE'S 10 MILLION PSG SHARES WILL CONSTITUTE 11,6% OF PSG'S
INCREASED NUMBER OF 86,6 MILLION ISSUED SHARES AFTER IMPLEMENTATION OF THE
SIPHUMELELE INVESTMENT.
5. RATIONALE
5.1 THE SERVGRO TRANSACTION
THE SERVGRO TRANSACTION RESULTS IN PSG BECOMING THE PYRAMID HOLDING COMPANY OF
SERVGRO AND THE RAISING BY PSG AND THE PSG SUBSIDIARIES ("THE PSG GROUP") OF
R327 MILLION IN CASH. THE AFOREMENTIONED, TOGETHER WITH THE SIPHUMELELE
INVESTMENT AND THE EXISTING CASH RESOURCES OF THE PSG GROUP, WILL RESULT IN THE
PSG GROUP HAVING CASH OR NEAR CASH RESOURCES OF APPROXIMATELY R620 MILLION TO
FACILITATE GROWTH. PSG'S SHAREHOLDING OF 61,9% IN SERVGRO, BEFORE
IMPLEMENTATION OF THE PSG OFFER, WILL FURTHER FACILITATE THE PSG GROUP'S
ABILITY TO IMPLEMENT MEANINGFUL ACQUISITIONS. PSG WILL BE THE PYRAMID COMPANY
OF SERVGRO AND ALL PSG GROUP BUSINESS EXPANSION WILL BE EFFECTED THROUGH
SERVGRO AND THE PSG SUBSIDIARIES.
5.2 THE SIPHUMELELE INVESTMENT SIPHUMELELE IS A BROADLY BASED WESTERN CAPE
INVESTMENT HOLDING COMPANY FOCUSED ON MAJOR COMPANIES, OPERATING PRIMARILY IN
THE FOOD, ELECTRONIC MEDIA, TECHNOLOGY AND FINANCIAL SERVICES SECTORS.
SIPHUMELELE IS REPRESENTED IN MOST PARTS OF THE WESTERN CAPE AND HAS FORMED
STRATEGIC ALLIANCES WITH MAJOR EMPOWERMENT GROUPINGS THROUGHOUT SOUTH AFRICA.
SIPHUMELELE WAS INCORPORATED INITIALLY AS A PRIVATE COMPANY ON 24 OCTOBER 1994,
BUT WAS SUBSEQUENTLY CONVERTED TO A PUBLIC UNLISTED COMPANY ON 28 JUNE 1996 AS
A RESULT OF THE ENTHUSIASTIC RESPONSE TO THE INITIATIVE. SIPHUMELELE HAS 89
SHAREHOLDERS REPRESENTING APPROXIMATELY 150 000 INDIVIDUALS WHO OWN SHARES IN
THEIR PRIVATE CAPACITY AND THROUGH INVESTMENT COMPANIES, TRUSTS AND THE FOOD
AND ALLIED WORKERS' UNION. EACH SHAREHOLDER MAY ONLY HOLD A MAXIMUM OF 20 000
SHARES. THE INTRODUCTION OF SIPHUMELELE AS A STRATEGIC EMPOWERMENT SHAREHOLDER
IN PSG IS EXPECTED TO CONTRIBUTE SIGNIFICANTLY TO THE GROWTH AND DEVELOPMENT OF
THE PSG GROUP THROUGH PARTICIPATION BY SIPHUMELELE IN THE STRATEGIC
NON-EXECUTIVE MANAGEMENT OF PSG AS WELL AS SIPHUMELELE'S ABILITY THROUGH ITS
RELATIONSHIPS TO INTRODUCE NEW OPPORTUNITIES AND AREAS OF BUSINESS TO THE PSG
GROUP. THROUGH ITS INVESTMENT IN PSG, SIPHUMELELE WILL ENABLE ITS STAKEHOLDERS
TO SHARE IN THE SIGNIFICANT RETURNS GENERATED BY THE STRONG GROWTH INDUSTRIES
IN THE FINANCIAL SERVICES SECTOR.
6. EFFECTS
6.1 PSG AND SERVGRO GROUP STRUCTURES
THE EFFECT OF THE SERVGRO TRANSACTION ON THE SERVGRO AND PSG GROUP STRUCTURES
AND THE EFFECT OF THE SIPHUMELELE INVESTMENT ON THE PSG GROUP STRUCTURE,
ASSUMING THAT NO SERVGRO SHAREHOLDERS ACCEPT THE PSG OFFER, ARE SET OUT BELOW.
(BEFORE AND AFTER GROUP STRUCTURE APPEARS HERE)
6.2 FINANCIAL EFFECTS OF THE SERVGRO TRANSACTION AND THE SIPHUMELELE INVESTMENT
("THE TRANSACTIONS") ON PSG
THE PSG BUSINESS IS EXPECTED TO REALISE A NET PROFIT AFTER TAX FOR THE
FINANCIAL YEAR ENDING 28 FEBRUARY 1998 OF APPROXIMATELY R32,5 MILLION AND TO
HAVE A NET ASSET VALUE AT THAT DATE OF APPROXIMATELY R241,2 MILLION. THE TABLE
BELOW ILLUSTRATES THE FINANCIAL EFFECTS OF THE TRANSACTIONS ON THE EARNINGS AND
NET ASSET VALUE PER PSG SHARE. THE "EXPECTED - BEFORE" COLUMN REFLECTS THE
EXPECTED EARNINGS PER PSG SHARE FOR THE FINANCIAL YEAR ENDING 28 FEBRUARY 1998
AND THE EXPECTED NET ASSET VALUE PER PSG SHARE AT THAT DATE.
THE "PRO FORMA - AFTER THE SIPHUMELELE INVESTMENT" COLUMN REFLECTS THE PRO
FORMA EARNINGS AND NET ASSET VALUE PER PSG SHARE AFTER THE SIPHUMELELE
INVESTMENT. THE "PRO FORMA - COMBINED EFFECT AFTER THE TRANSACTIONS" COLUMN
REFLECTS THE PRO FORMA COMBINED EFFECT OF THE TRANSACTIONS ON PSG'S EARNINGS
AND NET ASSET VALUE PER SHARE. THE FINANCIAL EFFECTS SET OUT BELOW HAVE BEEN
BASED:
- FOR PURPOSES OF THE EARNINGS PER SHARE FIGURES REFLECTED, ON A WEIGHTED
AVERAGE NUMBER OF PSG SHARES IN ISSUE AND THE ASSUMPTION THAT THE TRANSACTIONS
WOULD HAVE BEEN EFFECTIVE THROUGHOUT PSG'S FINANCIAL YEAR ENDING 28 FEBRUARY
1998 AND THAT THE PROCEEDS OF THE SIPHUMELELE INVESTMENT OF R90 MILLION AND THE
CASH PORTION OF THE PURCHASE CONSIDERATION FOR THE PSG BUSINESS OF R327 MILLION
WOULD HAVE BEEN INVESTED THROUGHOUT PSG'S FINANCIAL YEAR ENDING ON THAT DATE TO
EARN AN AFTER-TAX RETURN OF 10%; AND
- FOR PURPOSES OF THE NET ASSET VALUE FIGURES REFLECTED, ON THE ASSUMPTION THAT
THE TRANSACTIONS WOULD HAVE BEEN EFFECTIVE AT 28 FEBRUARY 1998.
PRO FORMA - PRO FORMA -
AFTER THE COMBINED EFFECT
EXPECTED - SIPHUMELELE AFTER THE
BEFORE INVESTMENT TRANSACTIONS
28 FEBRUARY 28 FEBRUARY 28 FEBRUARY
1998 1998 1998
(CENTS) (CENTS) (CENTS)
EARNINGS PER PSG SHARE 44,6 50,1 70,5
NET ASSET VALUE PER PSG SHARE 314,8 382,4 614,2
6.3 FINANCIAL EFFECTS OF THE SERVGRO TRANSACTION ON SERVGRO
THE TABLE BELOW ILLUSTRATES THE FINANCIAL EFFECTS OF THE SERVGRO TRANSACTION ON
THE EARNINGS AND NET ASSET VALUE PER SERVGRO SHARE.
THE "PRO FORMA -BEFORE" COLUMN REFLECTS THE PRO FORMA RESULTS OF SERVGRO FOR
THE FINANCIAL YEAR ENDING 28 FEBRUARY 1998, BASED ON, IN THE CASE OF THE
EARNINGS FIGURE REFLECTED, THE ASSUMPTION THAT SERVGRO HAD BEEN A "CASH SHELL"
WITH CASH RESOURCES OF R327 MILLION THROUGHOUT THAT FINANCIAL YEAR AND THAT
SUCH CASH RESOURCES WOULD HAVE BEEN INVESTED THROUGHOUT SUCH FINANCIAL YEAR TO
EARN AN AFTER-TAX RETURN OF 10% AND, IN THE CASE OF THE NET ASSET VALUE FIGURE
REFLECTED, THE ASSUMPTION THAT SERVGRO WOULD HAVE BECOME A "CASH SHELL" AT THAT
DATE WITH A NET CASH ASSET VALUE OF R327 MILLION.
THE "PRO FORMA - AFTER THE SERVGRO TRANSACTION" COLUMN REFLECTS THE PRO FORMA
EFFECT OF THE SERVGRO TRANSACTION ON SERVGRO'S EARNINGS AND NET ASSET VALUE PER
SHARE, BASED ON THE ABOVEMENTIONED ASSUMPTIONS. THE FINANCIAL EFFECTS SET OUT
BELOW HAVE BEEN BASED:
- FOR PURPOSES OF THE EARNINGS PER SHARE FIGURES REFLECTED, ON A WEIGHTED
AVERAGE NUMBER OF SERVGRO SHARES IN ISSUE AND THE ASSUMPTION THAT THE SERVGRO
TRANSACTION WOULD HAVE BEEN EFFECTIVE THROUGHOUT THE FINANCIAL YEAR ENDING 28
FEBRUARY 1998 AND THAT, ACCORDINGLY, THE APPROXIMATELY 200,7 MILLION SERVGRO
CONSIDERATION SHARES WERE ISSUED ON 1 MARCH 1997; AND
- FOR PURPOSES OF THE NET ASSET VALUE FIGURES REFLECTED, ON THE ASSUMPTION THAT
THE SERVGRO TRANSACTION WOULD HAVE BEEN EFFECTIVE AT 28 FEBRUARY 1998 AND THAT,
ACCORDINGLY, THE APPROXIMATELY 200,7 MILLION SERVGRO CONSIDERATION SHARES WILL
BE ISSUED ON 28 FEBRUARY 1998.
PRO FORMA -
AFTER
PRO FORMA - THE SERVGRO
BEFORE TRANSACTION
28 FEBRUARY 28 FEBRUARY
1998 1998
(CENTS) (CENTS)
EARNINGS PER SERVGRO SHARE 26,4 12,8 (1)
NET ASSET VALUE PER SERVGRO SHARE 264,4 102,1 (1)
NOTE (1) THE DECLINE IN THE PRO FORMA EARNINGS AND NET ASSET VALUE PER SERVGRO
SHARE RESULTS FROM SERVGRO'S ISSUED SHARES INCREASING FROM 123,69 MILLION
BEFORE THE SERVGRO TRANSACTION TO 324,4 MILLION AFTER THE SERVGRO TRANSACTION.
6.4 FINANCIAL EFFECTS OF THE PSG OFFER ON SERVGRO SHAREHOLDERS
6.4. 1 THE TABLE BELOW ILLUSTRATES THE THEORETICAL FINANCIAL EFFECTS OF THE PSG
OFFER ON A SERVGRO SHAREHOLDER HOLDING 100 SERVGRO SHARES BASED ON:
- THE EARNINGS AND NET ASSET VALUE PER PSG SHARE SET OUT IN THE "PRO FORMA -
COMBINED EFFECT AFTER THE TRANSACTIONS" COLUMN IN THE TABLE IN 6.2; AND
- THE ASSUMPTION THAT THE PROCEEDS OF THE CASH ALTERNATIVE OF 269 CENTS PER
SERVGRO SHARE ARE INVESTED BY A SERVGRO SHAREHOLDER TO EARN AN AFTER-TAX RETURN
OF 10%.
BEFORE AFTER AFTER AFTER
ACCEPT
PSG OFFER
AND ELECT ACCEPT PSG
DECLINE PSG SHARE OFFER AND
OFFER ALTERNATIVE ELECT CASH
100 SERVGRO 26,7 NEW PSG ALTERNATIVE
100 SERVGRO SHARES SHARES R269 CASH
SHARES (DECREASE) (DECREASE) INCREASE
(R) (R) (R) (R) (R) (R) (R)
EARNINGS 26,40 12,80 (13,60) 18,82 (8,08) 26,90 -
NET ASSET VALUE 264,40 102,10 (162,30) 163,99 (103,01)269,00 2,00
6.4.2 ALL SERVGRO SHAREHOLDERS REGISTERED AS SUCH ON 27 FEBRUARY 1998 MAY
FURTHER RECEIVE A CONSIDERATION OF APPROXIMATELY 10 CENTS PER SERVGRO SHARE
HELD AS CONTEMPLATED IN 8.2.
7. CHANGE OF NAME AND RECONSTITUTION OF BOARDS OF DIRECTORS
7.1 IT IS INTENDED, SUBJECT TO 10.1 BELOW, TO CHANGE THE NAME OF SERVGRO TO PSG
LIMITED.
7.2 PSG'S BOARD OF DIRECTORS WILL BE RECONSTITUTED TO REFLECT THE SIPHUMELELE
INVESTMENT BY THE APPOINTMENT OF MR SAM MONTSI (ALTERNATE: MR LIONEL JACOBS) TO
THE BOARD. SERVGRO'S BOARD WILL BE RECONSTITUTED TO REFLECT PSG'S CONTROLLING
SHAREHOLDING IN SERVGRO.
8. MATTERS ANCILLARY TO THE SERVGRO TRANSACTION AND THE PSG OFFER
8.1 PURSUANT TO THE SERVGRO TRANSACTION SANLAM WILL DISPOSE OF APPROXIMATELY 46
MILLION SERVGRO SHARES WHEREAFTER SANLAM WILL HOLD APPROXIMATELY 37,5 MILLION
SERVGRO SHARES, CONSTITUTING 11,6% OF SERVGRO'S ENLARGED SHARE CAPITAL BASE
AFTER THE SERVGRO TRANSACTION. THE SERVGRO SHARES TO BE DISPOSED OF BY SANLAM
HAVE BEEN PLACED WITH CERTAIN INSTITUTIONS AND STRATEGIC INVESTORS IN TERMS OF
IRREVOCABLE UNDERTAKINGS RECEIVED FROM SUCH INSTITUTIONS AND STRATEGIC
INVESTORS.
8.2 THE BALANCE OF SERVGRO'S CASH RESOURCES (IN EXCESS OF R327 MILLION) OF
APPROXIMATELY R13 MILLION WILL BE INVESTED UNTIL THE CONTINGENT LIABILITIES
REFERRED TO IN 1.2 ABOVE ARE REALISED OR FALL AWAY. THEREAFTER, BUT IN ANY
EVENT BY 15 JANUARY 1999, THE BALANCE WILL BE DISTRIBUTED TO SERVGRO
SHAREHOLDERS REGISTERED AS SUCH ON 27 FEBRUARY 1998 BY WAY OF, AT THE ELECTION
OF SUCH SERVGRO SHAREHOLDERS:
- THE ISSUE OF NEW SERVGRO SHARES AT 267 CENTS PER SHARE IN TERMS OF A
CAPITALISATION ISSUE; OR
- THE PAYMENT OF A CASH DIVIDEND, NET OF SECONDARY TAX ON COMPANIES OR ANY
SIMILAR TAX THAT MAY BE APPLICABLE.
BASED ON ESTIMATED FURTHER CASH PROCEEDS OF R13 MILLION THAT MAY BE AVAILABLE
FOR DISTRIBUTION BY SERVGRO AS CONTEMPLATED IN 8.2 ABOVE, SERVGRO SHAREHOLDERS
WILL RECEIVE A CASH DIVIDEND OF APPROXIMATELY 10 CENTS PER SHARE.
9. GENERAL MEETINGS
GENERAL MEETINGS OF PSG AND SERVGRO SHAREHOLDERS WILL BE CONVENED FOR PURPOSES
OF CONSIDERING AND, IF DEEMED FIT, PASSING SUCH RESOLUTIONS AS MAY BE REQUIRED
TO IMPLEMENT THE SERVGRO TRANSACTION, THE SIPHUMELELE INVESTMENT, THE CHANGE OF
SERVGRO'S NAME AND ANCILLARY MATTERS.
10. SUSPENSIVE CONDITIONS
10.1 THE SERVGRO TRANSACTION, THE PSG OFFER AND ANCILLARY MATTERS
THE SERVGRO AGREEMENT AND THE IMPLEMENTATION OF THE SERVGRO TRANSACTION AND THE
PSG OFFER ARE SUBJECT TO THE FULFILMENT OF, INTER ALIA, THE FOLLOWING
SUSPENSIVE CONDITIONS:
- PSG SHAREHOLDERS IN GENERAL MEETING PASSING THE RESOLUTIONS NECESSARY TO
AUTHORISE AND IMPLEMENT THE DISPOSAL OF THE PSG BUSINESS AND THE PSG OFFER;
- SERVGRO SHAREHOLDERS IN GENERAL MEETING PASSING THE RESOLUTIONS NECESSARY TO
AUTHORISE AND IMPLEMENT THE ACQUISITION BY SERVGRO OF THE PSG BUSINESS, AN
INCREASE IN SERVGRO'S AUTHORISED SHARE CAPITAL AND THE CHANGE OF SERVGRO'S NAME
- THE GRANT BY THE JSE AND THE NSE OF SUCH APPROVALS AS MAY BE NECESSARY TO
IMPLEMENT THE SERVGRO TRANSACTION AND CONSTITUTING PSG AS SERVGRO'S HOLDING
COMPANY;
- THE REGISTRATION OF ALL SPECIAL RESOLUTIONS BY THE REGISTRAR OF COMPANIES; AN
- COMPLIANCE BY PSG WITH THE REQUIREMENTS OF THE SRP TO MAKE AND IMPLEMENT THE
PSG OFFER.
10.2 THE SIPHUMELELE INVESTMENT
THE SIPHUMELELE INVESTMENT IS SUBJECT TO SIPHUMELELE PASSING THE REQUIRED
RESOLUTIONS AND PSG SHAREHOLDERS IN GENERAL MEETING PASSING THE RESOLUTION
NECESSARY TO AUTHORISE THE ISSUE OF THE PSG - SIPHUMELELE INVESTMENT SHARES.
11. STOCK EXCHANGE LISTINGS
APPLICATION WILL BE MADE TO THE JSE AND, WHERE APPLICABLE, THE NSE FOR:
- THE TRANSFER OF SERVGRO'S LISTING FROM THE INDUSTRIAL - "CASH COMPANIES"
SECTOR OF THE JSE LISTS TO THE INDUSTRIAL - "BANKS AND FINANCIAL SERVICES"
SECTOR OF THE JSE LISTS;
- THE LISTING OF THE APPROXIMATELY 200,7 MILLION SERVGRO CONSIDERATION SHARES;
- THE LISTING OF THE PSG OFFER CONSIDERATION SHARES; AND
- THE LISTING OF THE 10 MILLION PSG - SIPHUMELELE INVESTMENT SHARES, WITH
EFFECT FROM A DATE AFTER THE FULFILMENT OF THE SUSPENSIVE CONDITIONS, WHICH
DATE IS EXPECTED TO BE BEFORE 10 APRIL 1998.
12. CIRCULAR TO SHAREHOLDERS
A COMBINED CIRCULAR TO PSG AND SERVGRO SHAREHOLDERS, CONTAINING DETAILS OF THE
TRANSACTIONS AND THE PSG OFFER AND INCORPORATING NOTICES OF GENERAL MEETINGS OF
PSG AND SERVGRO SHAREHOLDERS, IS BEING PREPARED AND WILL, SUBJECT TO JSE, NSE
AND SRP APPROVAL, BE POSTED TO PSG AND SERVGRO SHAREHOLDERS WITHIN 30 DAYS
HEREOF OR WITHIN SUCH EXTENDED PERIOD AS THE JSE, NSE AND SRP MAY ALLOW.
13. FURTHER ANNOUNCEMENTS
FURTHER PRESS ANNOUNCEMENTS PROVIDING INFORMATION ON, INTER ALIA, THE DATES OF
THE PSG AND SERVGRO GENERAL MEETINGS, WILL BE PUBLISHED IN THE PRESS IN DUE
COURSE.
STELLENBOSCH SANDTON CAPE TOWN
9 FEBRUARY 1998 9 FEBRUARY 1998 9 FEBRUARY 1998
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