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SERVGRO INTERNATIONAL LIMITED
(THE NAME OF WHICH IT IS PROPOSED TO CHANGE TO PSG FINANCIAL SERVICES LIMITED)
(REGISTRATION NUMBER 03/00478/06)
("SERVGRO")
(PREVIOUSLY PAG LIMITED)
(REGISTRATION NUMBER 70/08484/06)
("PSG")
SIPHUMELELE INVESTMENTS LIMITED
(REGISTRATION NUMBER 84/08668/06)
("SIPHUMELELE")
RESULTS OF:
- THE PSG GENERAL MEETING;
- THE SERVGRO GENERAL MEETING; AND
- ANCILLARY MATTERS
1. RESULTS OF THE PSG GENERAL MEETING
AT THE GENERAL MEETING OF PSG SHAREHOLDERS HELD ON WEDNESDAY, 1 APRIL 1998,
RESOLUTIONS WERE DULY PASSED BY THE REQUISITE MAJORITIES OF PSG SHAREHOLDERS,
INTER ALIA, TO:
* RATIFY THE DISPOSAL BY PSG OF ITS ENTIRE 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") TO SERVGRO ("THE
SERVGRO TRANSACTION");
* AUTHORISE THE ISSUE OF 10 MILLION PSG SHARES AT 900 CENTS PER SHARE FOR CASH
TO A SPECIAL PURPOSE COMPANY ("THE SIPHUMELELE INVESTMENT COMPANY") CONTROLLED
BY SIPHUMELELE AND JOINTLY FUNDED BY SIPHUMELELE AND CERTAIN INSTITUTIONS ("THE
CASH ISSUE");
* INCREASE PSG'S AUTHORISED SHARE CAPITAL; AND
* RATIFY THE OFFER TO SERVGRO SHAREHOLDERS TO ACQUIRE THEIR SERVGRO SHARES FOR
CASH OR FOR THE ISSUE OF PSG SHARES PURSUANT TO THE CHANGE OF CONTROL OF
SERVGRO ("THE OFFER").
THE SPECIAL RESOLUTION PASSED AT THE PSG MEETING HAS BEEN REGISTERED BY THE
REGISTRAR OF COMPANIES.
2. RESULTS OF THE SERVGRO GENERAL MEETING
AT THE GENERAL MEETING OF SERVGRO SHAREHOLDERS HELD ON WEDNESDAY, 1 APRIL 1998,
RESOLUTIONS WERE DULY PASSED BY THE REQUISITE MAJORITIES OF SERVGRO
SHAREHOLDERS, INTER ALIA, TO:
* RATIFY THE SERVGRO TRANSACTION;
* APPROVE THE CHANGE OF SERVGRO'S NAME TO PSG FINANCIAL SERVICES LIMITED
("PSL") WITH EFFECT FROM MONDAY, 6 APRIL 1998; AND
* INCREASE SERVGRO'S AUTHORISED SHARE CAPITAL.
THE SPECIAL RESOLUTIONS PASSED AT THE SERVGRO GENERAL MEETING HAVE BEEN
REGISTERED BY THE REGISTRAR OF COMPANIES.
3. THE OFFER UNCONDITIONAL
3.1 SERVGRO SHAREHOLDERS ARE ADVISED THAT AS A RESULT OF THE APPROVAL OF THE
RESOLUTIONS MENTIONED IN 2 ABOVE, THE OFFER, FULL DETAILS OF WHICH WERE POSTED
TO PSG AND SERVGRO SHAREHOLDERS IN A CIRCULAR DATED 10 MARCH 1998, HAS BECOME
UNCONDITIONAL.
3.2 SERVGRO SHAREHOLDERS ARE REMINDED THAT THE OFFER CLOSES AT 14:30 TODAY.
3.3 NEW PSG SHARE CERTIFICATES WILL BE POSTED TO SERVGRO SHAREHOLDERS WHO HAVE
ELECTED TO ACCEPT THE SHARE ALTERNATIVE IN WHOLE OR IN PART IN RESPECT OF THE
NUMBER OF SHARES TO WHICH SHAREHOLDERS ARE ENTITLED AT THEIR RISK, BY CERTIFIED
MAIL TO THE ADDRESS OF THE SHAREHOLDERS CONCERNED AS SHOWN IN SERVGRO'S
REGISTER OF SHAREHOLDERS, OR TO ANY OTHER ADDRESS AS INSTRUCTED IN WRITING BY
THE SHAREHOLDERS IN THE FORM OF ACCEPTANCE, SURRENDER AND TRANSFER IN RESPECT
OF THE OFFER, WITHIN FIVE BUSINESS DAYS OF THE CLOSE OF THE OFFER OR THE
SURRENDER OF THEIR SERVGRO SHARE CERTIFICATES, WHICHEVER IS THE EARLIER.
3.4 CHEQUES WILL BE POSTED TO SERVGRO SHAREHOLDERS WHO HAVE ELECTED THE CASH
ALTERNATIVE IN WHOLE OR IN PART IN RESPECT OF THE OFFER AT THE RISK OF SUCH
SERVGRO SHAREHOLDERS, BY CERTIFIED MAIL TO THE ADDRESS OF THE SHAREHOLDERS
CONCERNED AS SHOWN IN SERVGRO'S REGISTER OF SHAREHOLDERS, OR TO ANY OTHER
ADDRESS AS INSTRUCTED IN WRITING BY THE SHAREHOLDERS IN THE FORM OF ACCEPTANCE,
SURRENDER AND TRANSFER IN RESPECT OF THE OFFER, WITHIN FIVE BUSINESS DAYS OF
THE CLOSE OF THE OFFER OR THE SURRENDER OF THEIR SERVGRO SHARE CERTIFICATES,
WHICHEVER IS THE EARLIER.
4. STOCK EXCHANGE LISTING
4.1 THE LISTING OF SERVGRO WILL BE TRANSFERRED 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 WITH
EFFECT FROM THE COMMENCEMENT OF BUSINESS ON MONDAY, 6 APRIL 1998, UNDER THE
ABBREVIATED NAME "PSL".
4.2 THE 200 697 030 SERVGRO SHARES TO BE ISSUED TO PSG AS PART OF THE
CONSIDERATION IN TERMS OF THE SERVGRO TRANSACTION WILL BE LISTED ON THE JSE AND
THE NSE UNDER THE ABBREVIATED NAME "PSL" WITH EFFECT FROM THE COMMENCEMENT OF
BUSINESS ON MONDAY, 6 APRIL 1998.
4.3 THE 10 000 000 PSG SHARES TO BE ISSUED TO THE SIPHUMELELE INVESTMENT
COMPANY IN TERMS OF THE CASH ISSUE AND SUCH PSG SHARES AS MAY BE ISSUED UNDER
THE SHARE ALTERNATIVE IN TERMS OF THE OFFER, WILL BE LISTED ON THE JSE UNDER
THE ABBREVIATED NAME "PSG" WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS ON
MONDAY, 6 APRIL 1998.
4.4 ONLY NEW SHARE CERTIFICATES IN PSG FINANCIAL SERVICES LIMITED, TO BE ISSUED
IN TERMS OF PARAGRAPH 5 BELOW, WILL BE GOOD FOR DELIVERY TO THE JSE FOR
TRANSACTIONS IN RESPECT OF PSL SHARES ENTERED INTO WITH EFFECT FROM THE
COMMENCEMENT OF BUSINESS ON MONDAY, 6 APRIL 1998.
5. SURRENDER OF SHARE CERTIFICATES
5.1 SERVGRO SHAREHOLDERS WHO HAVE NOT ALREADY DONE SO, ARE REQUESTED TO
SURRENDER THEIR EXISTING SHARE CERTIFICATES OR OTHER DOCUMENTS OF TITLE IN
ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THE FORM OF SURRENDER ATTACHED TO
AND FORMING PART OF THE CIRCULAR POSTED TO PSG AND SERVGRO SHAREHOLDERS ON 10
MARCH 1998.
5.2 A COPY OF THIS ANNOUNCEMENT, TOGETHER WITH A FORM OF SURRENDER, WILL BE
DISPATCHED TO ALL SERVGRO SHAREHOLDERS TODAY. THE FORM OF SURRENDER MUST BE
COMPLETED AND RETURNED, TOGETHER WITH THE RELEVANT SHARE CERTIFICATE/S AND/OR
OTHER DOCUMENTS OF TITLE, TO OPTIMUM REGISTRARS (PROPRIETARY) LIMITED, 4TH
FLOOR, EDURA HOUSE, 41 FOX STREET, JOHANNESBURG, 2001 (PO BOX 62391,
MARSHALLTOWN, 2107). THE TRANSFER SECRETARIES WILL, WITHIN FIVE BUSINESS DAYS
OF THE CLOSE OF THE OFFER OR OF THE RECEIPT OF THE DULY SIGNED FORM OF
SURRENDER AND THE SHARE CERTIFICATE/S WHICH MUST ACCOMPANY IT, WHICHEVER IS THE
EARLIER, SEND A SHARE CERTIFICATE IN THE NAME OF PSL IN RESPECT OF THE NUMBER
OF SHARES TO WHICH SHAREHOLDERS ARE ENTITLED, AT THEIR RISK, BY CERTIFIED MAIL
TO THE ADDRESS OF THE SHAREHOLDERS CONCERNED AS SHOWN IN SERVGRO'S REGISTER OF
SHAREHOLDERS, OR TO ANY OTHER ADDRESS AS INSTRUCTED IN WRITING BY THE
SHAREHOLDERS IN THE FORM OF SURRENDER.
5.3 NEW SHARE CERTIFICATES WILL NOT BE DISPATCHED TO SHAREHOLDERS UNTIL THEY
HAVE SURRENDERED THEIR CERTIFICATE/S IN RESPECT OF THE SHARES HELD BY THEM,
PROVIDED THAT, IF ANY SHAREHOLDER PRODUCES EVIDENCE TO THE SATISFACTION OF PSL
THAT THE CERTIFICATE IN RESPECT OF ANY SHARES HAS BEEN LOST OR DESTROYED, PSL
MAY DISPENSE WITH THE SURRENDER OF SUCH CERTIFICATE AGAINST THE PROVISION OF AN
INDEMNITY ACCEPTABLE TO PSL, THE COSTS OF WHICH INDEMNITY SHALL BE BORNE BY THE
SHAREHOLDER CONCERNED.
STELLENBOSCH
2 APRIL 1998