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PSG Group/Absa/PSGBH - Company Announcement
PSG Group Limited Absa Group Limited
(Incorporated in the Republic (Incorporated in the Republic
of South Africa) of South Africa)
(Registration number: (Registration number:
1970/008484/06) 1986/003934/06)
Share code: PSG ISIN: JSE code: ASA Issuer code:
ZAE000013017 AMAGB
("PSG Group") ISIN: ZAE 000013389
("Absa")
PSG Investment Bank Holdings
Limited
(Incorporated in the Republic
of South Africa)
(Registration number:
1998/017358/06)
Share code: PGH ISIN:
ZAE000018818
("PSGBH")
Salient dates announcement relating to the:
scheme of arrangement proposed by Absa between PSGBH and its shareholders to
acquire all of their PSGBH shares; and
related PSGBH and PSG Group transactions and corporate events
Court order to convene scheme meeting
Shareholders are referred to previous announcements, the most recent of which
was dated 30 January 2003, regarding the scheme of arrangement in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, proposed by
Absa between PSGBH and its shareholders ("the scheme"), in terms of which Absa
will acquire all of the shares held by each PSGBH shareholder for a cash
consideration of 62,75 cents per share, and are advised that the High Court of
South Africa (Witwatersrand Local Division) ("the Court") granted an Order on
Tuesday, 11 February 2003 to convene a meeting of PSGBH shareholders ("the
scheme meeting"), to consider and if deemed fit, approve, with or without
amendment, the scheme.
Related PSGBH and PSG Group transactions and corporate events
In order to facilitate the scheme and subject to PSGBH shareholder approval,
PSGBH will distribute to its shareholders (including PSG Group) a cash payment
of 9,38 cents per PSGBH share by way of a reduction of the share premium account
of PSGBH ("the PSGBH cash distribution"). PSGBH shareholders will thus receive
a total cash consideration of 72,13 cents per share pursuant to the scheme and
the PSGBH cash distribution.
In order to facilitate the scheme and subject to PSG Group and PSGBH shareholder
approval, PSG Group or its nominee will acquire from PSGBH or its subsidiaries
certain assets and liabilities for a purchase consideration of R212,1 million,
payable in cash.
Subject to the implementation of the scheme, PSG Group will distribute to its
shareholders in cash 200 cents per PSG Group share ("the PSG Group cash
distribution"), comprising a reduction of PSG Group`s share premium account of
100 cents per share (subject to PSG Group shareholder approval) and a special
dividend of 100 cents per share.
Salient dates relating to the implementation of the scheme and related PSGBH and
PSG Group transactions and corporate events
2003
Notice of scheme meeting and Order
of Court published in Government Friday, 21 February
Gazette and in the press
Last day to trade PSGBH shares on
the JSE Securities Exchange South
Africa ("JSE") in order to be able Thursday, 27 February
to vote at the scheme meeting (see
note 1 below)
Record date in order to vote at the Thursday, 6 March
scheme meeting
Last day to lodge forms of proxy for
the PSG Group general meeting (by Friday, 7 March
08:00)
Last day to lodge forms of proxy for
the PSGBH general meeting (by 08:30) Friday, 7 March
Last day to lodge forms of proxy for Friday, 7 March
the scheme meeting (by 09:00)
PSG Group general meeting held (at Monday, 10 March
08:00)
PSGBH general meeting held (at Monday, 10 March
08:30)
Scheme meeting held (at 09:00) Monday, 10 March
Publish results of scheme meeting,
PSG Group meeting and PSGBH meeting Tuesday, 11 March
(on SENS on Monday, 10 March 2003)
Court hearing to sanction the scheme Tuesday, 18 March
Publish results of Court hearing (on
SENS on Tuesday, 18 March 2003) Wednesday, 19 March
Expected last day to trade PSG Group
shares on the JSE in order to be
recorded in the register of PSG Thursday, 20 March
Group shareholders on the record
date for the PSG Group cash
distribution
Expected last day to trade PSGBH
shares on the JSE in order to be
recorded in the register of PSGBH Thursday, 20 March
shareholders on the record date for
the scheme and the PSGBH cash
distribution
Expected date of suspension of
PSGBH`s listing on the JSE from the Monday, 24 March
commencement of business
PSG Group shares trade ex the PSG Monday, 24 March
Group cash distribution
Expected record date to determine
participation in the scheme, the PSG
Group cash distribution and the Friday, 28 March
PSGBH cash distribution by the close
of business
Expected operative date of the
scheme at the commencement of Monday, 31 March
business
Expected date from which the scheme
consideration, the PSG Group cash
distribution and the PSGBH cash
distribution will be posted or
electronically transferred to
certificated scheme participants,
PSG Group shareholders and PSGBH Monday, 31 March
shareholders depending on their
election, (if documents of title are
received on or prior to the record
date) or, failing that, within five
business days of receipt thereof by
the transfer secretaries
Dematerialised scheme participants,
PSG Group shareholders and PSGBH
shareholders will have the scheme
consideration, the PSG Group cash
distribution and the PSGBH cash
distribution credited to them in Monday, 31 March
terms of the custody agreements
entered into between the
dematerialised scheme participants
and their Central Securities
Depository Participant ("CSDP") or
brokers
Expected date of termination of
PSGBH`s listing on the JSE from the Tuesday, 1 April
commencement of business
Notes in relation to the salient dates in respect of the scheme:
PSGBH shareholders should note that as PSGBH is now settling in the STRATE
environment, settlement of trades takes place five business days after the date
of trade. Therefore, PSGBH shareholders who acquire PSGBH shares after the last
day to trade PSGBH shares in order to be recorded in the register of PSGBH
shareholders by the record date for the scheme meeting, which last day to trade
will be Thursday, 27 February 2003, will not be eligible to vote at the scheme
meeting.
If a form of proxy is not received by the time and date shown above, it may be
handed to the chairman of the scheme meeting by no later than 10 minutes before
the scheme meeting is due to commence.
Dematerialised scheme members who do not have "own name" registration should, in
accordance with their relevant custody agreement, timeously inform their CSDP or
broker of their intention to attend and vote at the scheme meeting or to be
represented by proxy thereat in order for their CSDPs or brokers to issue them
with the necessary authorisation to do so, or alternatively, should they not
wish to attend the scheme meeting in person, timeously provide their CSDPs or
brokers with their voting instructions in order for their CSDPs or brokers to
vote in accordance with their instructions at the scheme meeting.
No dematerialisation or rematerialisation of PSGBH shares will take place after
Thursday, 20 March 2003 (provided that the Court has sanctioned the scheme).
Any change to the above dates and times will be agreed upon by Absa and PSGBH,
and approved by the JSE, and PSGBH shareholders will be advised by notification
on SENS and in the press.
All times indicated above are South African times.
Documentation
A circular containing full details of the scheme and the notice convening the
scheme meeting, which has been approved by the JSE and the Securities Regulation
Panel, will be mailed to PSGBH shareholders on Friday, 14 February 2003.
A circular containing details of the PSG Group cash distribution, the
acquisition by PSG Group of certain assets and liabilities from PSGBH and the
disposal by PSG Group of its 56,5% interest in PSGBH to Absa in terms of the
scheme, which has been approved by the JSE and the Securities Regulation Panel,
will be mailed to PSG Group shareholders on or about Friday, 14 February 2003.
A circular containing details of the PSGBH cash distribution and the disposal by
PSGBH of certain assets and liabilities to PSG Group, which has been approved by
the JSE, will be mailed to PSGBH shareholders on or about Friday, 14 February
2003.
Johannesburg
14 February 2003
Lead sponsor to PSG Independent advisor Advisors and co-
Group and PSGBH to PSGBH sponsor to Absa
PricewaterhouseCoop Rand Merchant Bank Absa Corporate and
ers Corporate Finance Merchant Bank
Corporate Finance Corporate Finance
(Pty) Ltd
Joint sponsor to Reporting Lead sponsor to
PSG Group and PSGBH accountants Absa
PSG Capital Limited PricewaterhouseCoop Merrill Lynch South
ers Inc Africa (Pty) Ltd
Chartered
Accountants (SA)
Attorneys to Attorneys to PSG Attorneys to Absa
PSGBH Group and the scheme
Fluxmans Jan S. de Villiers Cliffe Dekker Inc.
Attorneys Attorneys
Date: 14/02/2003 07:02:00 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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