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PSG/PLD - PSG Group Limited/Paladin Capital Limited - Confirmation of firm

Release Date: 24/08/2011 08:00
Code(s): PLD PSG
Wrap Text

PSG/PLD - PSG Group Limited/Paladin Capital Limited - Confirmation of firm intention, withdrawal of cautionary, posting of circular and notice of general meeting PSG GROUP LIMITED INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA (REGISTRATION NUMBER 1970/008484/06) SHARE CODE: PSG ISIN CODE: ZAE000013017 ("PSG") PALADIN CAPITAL LIMITED Incorporated in the Republic of South Africa (Registration number: 2007/032836/06) Share code: PLD ISIN: ZAE000138970 ("PALADIN") CONFIRMATION OF FIRM INTENTION, WITHDRAWAL OF CAUTIONARY, POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING CONFIRMATION OF FIRM INTENTION Shareholders are referred to the joint detailed cautionary announcement relating to, inter alia, the conditional intention of PSG`s offer to acquire 100% of the issued ordinary shares in Paladin ("Conditional Intention"), which constitutes a total of 108 295 409 Paladin shares not already held by PSG through PSG Financial Services Limited ("Scheme Shares"), for either the share consideration of 4 PSG shares for each 100 Scheme Shares disposed of in terms of the Scheme or the cash consideration of 170 cents for each Scheme Share disposed of ("the Scheme Consideration") in terms of a Scheme of Arrangement ("the Scheme"), as published on SENS on 13 July 2011 and in the press on 14 July 2011. As stated in the aforementioned announcement, the Conditional Intention was subject to the pre-condition that PSG shareholders placed sufficient shares under the control of PSG directors in order to satisfy the Scheme Consideration. At the general meeting of PSG shareholders held on 22 August 2011, PSG shareholders duly placed sufficient shares under the control of PSG directors in order to satisfy the Scheme Consideration. Accordingly shareholders are hereby advised that the Conditional Intention has become a firm intention to make an offer. PALADIN WITHDRAWAL OF CAUTIONARY As the pre-condition to the Scheme has been fulfilled, Paladin shareholders are hereby advised that caution is no longer required to be exercised by Paladin shareholders when dealing in Paladin securities. POSTING OF CIRCULAR Paladin shareholders are hereby advised that a circular containing details of the Scheme and incorporating a notice of a general meeting ("Circular") will be posted to Paladin shareholders today and is available on Paladin`s website at www.paladincapital.co.za. Paladin shareholders are advised to review the Circular for the terms and conditions to the Scheme. NOTICE OF GENERAL MEETING OF PALADIN SHAREHOLDERS Notice is hereby given that a general meeting of Paladin shareholders will be held at 10h00 on Thursday, 22 September 2011 at 1st Floor, Ou Kollege Building, 35 Kerk Street, Stellenbosch for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions set out in the notice of the general meeting included in the Circular. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME The definitions and interpretations commencing on page 7 of the Circular shall apply to these important dates and times relating to the Scheme set out below. 2011
Circular posted to Shareholders and notice convening Wednesday, 24 August the General Meeting released on SENS on Notice convening the General Meeting published in Thursday, 25 August the South African press on Last day to trade Paladin Shares in order to be Tuesday, 13 September recorded in the Register on the Scheme Voting Record Date on Scheme Voting Record Date being 17h00 on Tuesday, 20 September Proxy forms to be lodged at Transfer Secretaries by Wednesday, 21 September 10h00 on Last date and time for Paladin Shareholders to give Thursday, 22 September notice to Paladin objecting to the special resolution approving the Scheme by 10h00 on General Meeting to be held at 10h00 on Thursday, 22 September Results of General Meeting released on SENS on Thursday, 22 September Results of General Meeting published in the South Friday, 23 September African press on Last date for Paladin to send objecting Paladin Thursday, 6 October Shareholders notices of the adoption of the special resolution approving the Scheme on Finalisation Date expected to be on Friday, 7 October Finalisation Date announcement expected to be Friday, 7 October released on SENS on Finalisation Date announcement expected to be Monday, 10 October published in the South African press on Expected last day to trade Paladin Shares on the JSE Friday, 14 October in order to be recorded in the Register to receive the Scheme Consideration on Suspension of listing of Paladin Shares at the Monday, 17 October commencement of trade on the JSE expected to be on Scheme Consideration Record Date to be recorded in Friday, 21 October the Register in order to receive the Scheme Consideration expected to be on or about Final date for election of Scheme Consideration at Friday, 21 October 12h00 on Expected Operative Date of the Scheme on Monday, 24 October Payment or delivery of the Scheme Consideration Monday, 24 October expected to be transferred electronically or posted to certificated Scheme Participants (if form of election, surrender and transfer (blue) contained in the Circular and the Documents of Title are received by the Transfer Secretaries on or before 12h00 on the Scheme Consideration Record Date) on or about Dematerialised Scheme Participants expected to have Monday, 24 October their accounts held at their CSDP or Broker credited with the Scheme Consideration on or about Expected termination of listing of Paladin Shares on Tuesday, 25 October the JSE`s AltX Board at the commencement of trade on or about Notes: 1. The above dates and times are subject to such changes as may be agreed to by Paladin and PSG and approved by the JSE and/or the Takeover Regulation Panel, if required. If the Conditions Precedent are not met by Friday, 7 October 2011, an updated timetable will be released on SENS and published in the South African press. 2. Shareholders should note that, as trade in Paladin Shares on the JSE is settled through Strate, settlement of trades takes place five Business Days after the date of such trades. Therefore, shareholders who acquire Shares on the JSE after the last day to trade in Paladin Shares in order to be recorded in the Register on the Scheme Voting Record Date will not be entitled to vote at the General Meeting. 3. Paladin Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 7 to the Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights. 4. Dematerialised Shareholders, other than those with "own-name" registration, must provide their CSDP or Broker with their instructions for voting at the General Meeting and election of Scheme Consideration by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective Custody Agreements. 5. No dematerialisation or re-materialisation of Shares may take place from the Business Day following the Scheme LDT. 6. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting. 7. Although the salient dates and times are stated to be subject to change, such statement may not be regarded as consent or dispensation for any change to time periods which may be required in terms of the Companies Regulations, where applicable, and any such consents or dispensations must be specifically applied for and granted. 8. All times referred to in the Circular are references to South African time. Stellenbosch 24 August 2011 Corporate advisor to Paladin and PSG and Sponsor to PSG: PSG Capital (Proprietary) Limited Legal advisor to Paladin and PSG: Cliffe Dekker Hofmeyr Incorporated Designated advisor and Independent advisor to Paladin: Questco Sponsors (Proprietary) Limited Independent reporting accountants to PSG: PricewaterhouseCoopers Incorporated Date: 24/08/2011 08:00:01 Supplied by www.sharenet.co.za 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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