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SALIENT DATES - PSG GROUP

Release Date: 10/03/1998 08:00
Code(s): PSG
Wrap Text

- SALIENT DATES IN RESPECT OF THE SERVGRO TRANSACTION AND SIPHUMELELE INVESTMENT; AND - ANCILLARY MATTERS 1. INTRODUCTION
1.1 IT WAS ANNOUNCED IN THE JOINT PRESS ANNOUNCEMENT OF PSG, SERVGRO AND SIPHUMELELE, PUBLISHED ON 9 FEBRUARY 1998 ("THE FIRST ANNOUNCEMENT") THAT, INTER ALIA:
- PSG AND SERVGRO HAD ENTERED INTO AN AGREEMENT IN TERMS OF WHICH PSG HAD SOLD TO SERVGRO, WITH EFFECT FROM 27 FEBRUARY 1998, ITS BUSINESS AS A GOING CONCERN, COMPRISING PSG'S SHAREHOLDINGS IN AND CLAIMS ON LOAN ACCOUNT AGAINST ALL ITS SUBSIDIARIES AND PSG'S INVESTMENTS ("THE PSG BUSINESS") FOR A PURCHASE CONSIDERATION OF R862,8 MILLION ("THE SERVGRO TRANSACTION"), INCLUDING THE R90 MILLION CASH RAISED IN TERMS OF THE SIPHUMELELE INVESTMENT REFERRED TO BELOW; - THE PURCHASE CONSIDERATION WOULD BE SETTLED PARTLY IN CASH AND PARTLY BY THE ISSUE TO PSG OF SERVGRO SHARES ("SERVGRO CONSIDERATION SHARES"), PURSUANT TO WHICH PSG WOULD HOLD 61,9% OF SERVGRO'S ISSUED SHARE CAPITAL ("THE CHANGE OF CONTROL");
- AS A RESULT OF THE CHANGE OF CONTROL, PSG WOULD EXTEND AN OFFER ("THE OFFER") TO SERVGRO SHAREHOLDERS TO ACQUIRE THEIR SERVGRO SHARES FOR A CASH
CONSIDERATION OF 269 CENTS PER SHARE ("THE CASH ALTERNATIVE") OR IN EXCHANGE FOR THE ISSUE OF 26,7 PSG SHARES ("THE SHARE ALTERNATIVE SHARES") FOR EVERY 100 SERVGRO SHARES HELD ("THE SHARE ALTERNATIVE"); - SERVGRO'S NAMES WOULD BE CHANGED; AND
- PSG, SIPHUMELELE AND CERTAIN FINANCIAL INSTITUTIONS ("THE INSTITUTIONS") WOULD ENTER INTO AN AGREEMENT IN TERMS OF WHICH A SPECIAL PURPOSE COMPANY CONTROLLED BY SIPHUMELELE AND JOINTLY FUNDED BY SIPHUMELELE AND THE
INSTITUTIONS WILL INVEST R90 MILLION IN PSG BY WAY OF THE ISSUE OF 10 000 000 PSG SHARES FOR CASH ("THE CASH ISSUE SHARES") ("THE SIPHUMELELE INVESTMENT"); (COLLECTIVELY "THE TRANSACTIONS").
1.2 FURTHER TO THE FIRST ANNOUNCEMENT, NEDCOR INVESTMENT BANK AND RAND MERCHANT BANK LIMITED ARE AUTHORISED TO ANNOUNCE THE SALIENT DATES REGARDING THE SERVGRO TRANSACTION, THE CASH ISSUE, THE OFFER AND THE RESPECTIVE GENERAL MEETINGS OF PSG AND SERVGRO SHAREHOLDERS. 2. SALIENT DATES
1998
MARCH
OPENING DATE OF THE OFFER TUESDAY, 10 LAST DAY TO LODGE FORMS OF PROXY FOR
THE SERVGRO GENERAL MEETING BY 11:00 ON MONDAY, 30 LAST DAY TO LODGE FORMS OF PROXY FOR THE PSG
GENERAL MEETING BY 10:00 ON TUESDAY, 31 APRIL GENERAL MEETING OF PSG SHAREHOLDERS
AT 10:00 ON WEDNESDAY, 1 GENERAL MEETING OF SERVGRO SHAREHOLDERS
AT 11:00 ON WEDNESDAY, 1 OFFER EXPECTED TO BECOME UNCONDITIONAL ON WEDNESDAY, 1 RESULTS OF PSG AND SERVGRO GENERAL MEETINGS
ANNOUNCED IN THE PRESS ON OR ABOUT THURSDAY, 2 OFFER CLOSES AT 14:30 ON FRIDAY, 3 TRANSFER OF SERVGRO'S LISTING TO THE FINANCIAL - "BANKS AND FINANCIAL SERVICES" SECTOR OF THE
JOHANNESBURG STOCK EXCHANGE ("THE JSE") LIST AND THE
FINANCIAL SECTOR OF THE NAMIBIAN STOCK EXCHANGE ("THE NSE")
LIST, UNDER THE ABBREVIATED NAME "PSL" (COMMENCEMENT OF
BUSINESS) ON MONDAY, 6 SERVGRO CONSIDERATION SHARES LISTED ON
THE JSE AND THE NSE ON MONDAY, 6
SHARE ALTERNATIVE SHARES LISTED ON THE JSE ON MONDAY, 6
CASH ISSUE SHARES LISTED ON THE JSE ON MONDAY, 6 PSG SHARE CERTIFICATES POSTED TO SERVGRO SHAREHOLDERS WHO ACCEPT THE OFFER AND ELECT
THE SHARE ALTERNATIVE MONDAY, 6 CHEQUES POSTED TO SERVGRO SHAREHOLDERS WHO
ACCEPT THE OFFER AND ELECT THE CASH ALTERNATIVE MONDAY, 6 NEW PSL SHARE CERTIFICATES REFLECTING SERVGRO'S CHANGE OF NAME POSTED TO ALL SERVGRO SHAREHOLDERS WHO DID NOT ACCEPT THE OFFER AND HAVE
SURRENDERED THEIR SERVGRO CERTIFICATES MONDAY, 6 3. CHANGE OF SERVGRO'S TRANSFER SECRETARIES
PURSUANT TO THE CHANGE OF CONTROL, SERVGRO'S TRANSFER SECRETARIES
WILL BE CHANGED WITH EFFECT FROM 1 APRIL 1998 AS FOLLOWS: OPTIMUM REGISTRARS (PTY) LTD 4TH FLOOR EDURA HOUSE 41 FOX STREET JOHANNESBURG (PO BOX 62391, MARSHALLTOWN, 2107) 4. STOCK EXCHANGE LISTINGS
4.1 THE JSE AND, WHERE APPLICABLE, THE NSE, HAVE GRANTED LISTINGS IN RESPECT OF:
- 200 697 030 SERVGRO SHARES TO BE ISSUED TO PSG AS PART OF THE PURCHASE CONSIDERATION PAYABLE IN TERMS OF THE SERVGRO TRANSACTION;
- THE 10 000 000 PSG SHARES TO BE ISSUED IN TERMS OF THE SIPHUMELELE INVESTMENT; AND
- UP TO 10 741 167 PSG SHARES IN TERMS OF THE SHARE ALTERNATIVE, BEING THE MAXIMUM NUMBER OF PSG SHARES THAT MAY BE ISSUED IN TERMS OF THE SHARE
ALTERNATIVE, WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS ON MONDAY, 6 APRIL 1998 IN, RESPECTIVELY, THE FINANCIAL - "BANKS AND FINANCIAL SERVICES" SECTOR OF THE JSE LIST AND THE FINANCIAL SECTOR OF THE NSE LIST.
4.2 THE JSE AND THE NSE HAVE AGREED TO THE TRANSFER OF SERVGRO'S LISTING FROM, RESPECTIVELY, THE INDUSTRIAL - "CASH COMPANIES" SECTOR OF THE JSE LIST AND THE INDUSTRIAL SECTOR OF THE NSE LIST TO THE FINANCIAL - "BANKS AND FINANCIAL SERVICES" SECTOR OF THE JSE LIST AND THE FINANCIAL SECTOR OF THE NSE LIST, UNDER THE ABBREVIATED NAME "PSL" WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS ON MONDAY, 6 APRIL 1998. 5. CIRCULAR TO PSG AND SERVGRO SHAREHOLDERS
A COMBINED CIRCULAR TO PSG AND SERVGRO SHAREHOLDERS CONTAINING DETAILED INFORMATION REGARDING THE TRANSACTIONS AND INCORPORATING NOTICES OF GENERAL MEETINGS OF PSG AND SERVGRO SHAREHOLDERS, WILL BE POSTED TODAY. JOHANNESBURG 10 MARCH 1998

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