PBT - PBT Group Limited - Acquisition by Prescient Holdings (Proprietary)

PBT - PBT Group Limited - Acquisition by Prescient Holdings (Proprietary)       
Limited, of AIB Asset Management Holdings Limited and cautionary announcement   
PBT Group Limited                                                               
(formerly Wooltru Limited)                                                      
Incorporated in the Republic of South Africa                                    
Registration number: 1936/008278/06                                             
Share Code: PBT    ISIN: ZAE000149712                                           
("PBT" or "the Company")                                                        
ACQUISITION BY PRESCIENT HOLDINGS (PROPRIETARY) LIMITED ("PRESCIENT"), OF AIB   
ASSET MANAGEMENT HOLDINGS LIMITED ("AIBAMH") AND CAUTIONARY ANNOUNCEMENT        
1.   INTRODUCTION                                                               
Further to the Announcement dated 3 October 2011 regarding the acquisition  
    by PBT of the entire issued share capital of Prescient Holdings             
    (Proprietary) Limited and Prescient Capital (Proprietary) Limited           
    (collectively "the Prescient Group") ("the acquisition"). Prescient has     
entered into an agreement ("the agreement") with Allied Irish Bank PLC      
    ("AIB") to acquire its asset management subsidiary, AIB Asset Management    
    Holdings (Ireland) Limited with its principal subsidiary being AIB          
    Investment Managers Limited ("AIBIM") ("the transaction"). Prescient has    
agreed to acquire AIBAMH for a maximum purchase consideration equal to      
    0.18% of assets managed as at 31 December 2011. ("purchase consideration"). 
    This transaction will not result in a change to the terms of the            
    acquisition, nor to the amount payable in respect of the acquisition, by    
PBT of the Prescient Group.                                                 
2.   NATURE OF THE AIBIM BUSINESS                                               
    AIBIM currently manages assets of Euro8.5 billion (as of October 2011) for  
    a wide variety of clients, including pension, corporate, charity and        
private clients both in Ireland and overseas.                               
    AIBIM was established in 1966, and has an unbroken profit record. With      
    offices in Dublin and New York, it employs over 100 people. AIBIM has       
    extensive experience managing global equities, bonds and property with a    
strong performance record in all three areas.                               
3.   RATIONALE FOR AND BENEFITS OF THE TRANSACTION                              
    For Prescient this is a pivotal step towards building a global business,    
    using Dublin, where it already had a presence, as its European base. The    
nature of the transaction will ensure continuity in the investment          
    management and client relationship teams in Ireland. Prescient intends to   
    build a framework to retain, incentivise and attract quality investment     
    management talent. The investment philosophy and proven investment process  
will remain unchanged.                                                      
    AIBIM will be renamed Prescient Investment Managers (Ireland) Limited and   
    will remain as the Dublin based investment manager in the Prescient Group.  
    It will continue to be managed by the existing management team, delivering  
its successful and proven investment strategies.                            
    Prescient has managed Irish regulated funds in Dublin since 2007. Prescient 
    is an approved promoter and investment manager in Ireland. Prescient has    
    recently established Stadia Fund Management Limited as a management company 
in accordance with the provisions of the European Communities (Undertakings 
    for Collective Investment in Transferable Securities) Regulations, 2003.    
4.   CONDITIONS PRECEDENT                                                       
    The Transaction is subject, inter alia, to the following conditions         
precedent:                                                                  
    -    the granting of all regulatory approvals or clearances as may be       
         required, including that of the Central Bank of Ireland in accordance  
         with the relevant regulations.                                         
5.   PURCHASE CONSIDERATION                                                     
    The purchase consideration will be settled by Prescient, inter alia, from   
    internal cash resources and a term loan being provided by Standard Bank of  
    South Africa Limited who acted as funder and investment bank to Prescient.  
6.   EFFECTIVE DATE                                                             
    The effective date will be the completion date set after all conditions     
    precedent are met                                                           
7.   FINANCIAL EFFECTS OF THE TRANSACTION AND CAUTIONARY ANNOUNCEMENT           
In compliance with paragraph 9.15 of the JSE Limited Listings Requirements  
    ("the Listing Requirements"), pro forma financial effects must be disclosed 
    to provide information on the impact of the acquisition on PBT`s reported   
    financial statements. Shareholders are advised to exercise caution when     
dealing in the shares in the Company until such a time that the financial   
    effects of the transaction are released.                                    
8.   ARTICLES OF ASSOCIATION                                                    
    PBT undertakes to amend the Memorandum of Incorporation of AIBAMH, as       
required by Schedule 10 of the Listing Requirements, after the completion   
    of the acquisition by PBT of the Prescient Group.                           
9.   REVERSE TAKE-OVER                                                          
    Shareholders are reminded that the acquisition by PBT of the Prescient      
Group is classified as a reverse take-over in terms of the Listing          
    Requirements therefore the JSE will evaluate the continued listing of PBT   
    as if the company were a new applicant. Shareholders are accordingly        
    advised as to the uncertainty of whether or not the JSE will allow the      
listing to continue following the transaction.                              
10.  CIRCULAR TO SHAREHOLDERS                                                   
    A circular relating to the acquisition by PBT of the Prescient Group        
    incorporating revised listing particulars and a notice of general meeting   
and form of proxy will be posted to shareholders in due course.             
Cape Town                                                                       
22 November 2011                                                                
Sponsor and Independent Expert: Bridge Capital Advisors (Pty) Limited           
Attorneys to PBT: Cliffe Dekker Hofmeyr Inc                                     
Date: 22/11/2011 11:50:01 Supplied by www.sharenet.co.za                     
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