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PSG/PLD - PSG Group Limited/Paladin Capital Limited - Results of Scheme 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") JOINT ANNOUNCEMENT: RESULTS OF SCHEME MEETING Shareholders are referred to the announcements as published on SENS on 13 July 2011 and 24 August 2011, in the press on 14 July 2011 and 25 August 2011, and to the circular issued to Paladin shareholders on 24 August 2011 ("the Circular"), detailing the Scheme of Arrangement in terms of section 114(1) of the Companies Act No 71 of 2008 ("the Companies Act"), which has been proposed by PSG and is between Paladin and its shareholders ("the Scheme"). The Scheme, if implemented, will result in PSG acquiring the entire issued share capital of Paladin which constitutes a total of 108 295 409 Paladin shares not already held by PSG ("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. Shareholders are hereby advised that the Scheme was approved by the requisite majority of shareholders present and voting, in person or by proxy, at the meeting of Scheme participants, being shareholders of Paladin recorded in the register as such at Tuesday, 13 September 2011 and eligible to vote, held earlier today. Shareholders are further advised that no dissenting shareholder notified Paladin of their intention to oppose the special resolution nor was any dissenting shareholder present at the Scheme Meeting to vote against the special resolution. Shareholders should note that the implementation of the Scheme remains conditional upon the fulfilment of certain conditions precedent by no later than 30 November 2011 as detailed in the Circular. Further announcements regarding same will be released on SENS and published in the press in due course. Stellenbosch 22 September 2011 Corporate advisor to Paladin and PSG and Sponsor to PSG: PSG Capital Legal advisor to Paladin and PSG: Cliffe Dekker Hofmeyr Incorporated Designated advisor and Independent advisor to Paladin: Questco Sponsors (Proprietary) Limited Date: 22/09/2011 11:19:01 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.
