To view the PDF file, sign up for a MySharenet subscription.

PSG GROUP LIMITED - Joint Announcement - Thembeka Scheme of Arrangement and Specific Repurchases of Shares by PSG

Release Date: 10/09/2014 12:48
Code(s): PSG     PDF:  
Wrap Text
Joint Announcement - Thembeka Scheme of Arrangement and Specific Repurchases of Shares by PSG

PSG Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1970/008484/06
Share code: PSG
ISIN code: ZAE000013017
(“PSG”)

Thembeka Capital Limited (RF)
(Incorporated in the Republic of South Africa)
Registration number: 2005/016065/06
(“Thembeka”)

JOINT ANNOUNCEMENT OF THE FIRM INTENTION OF PSG TO MAKE AN
OFFER TO ACQUIRE ALL THE ORDINARY SHARES IN THEMBEKA, NOT
ALREADY HELD BY PSG OR ITS SUBSIDIARIES, BY WAY OF A SCHEME OF
ARRANGEMENT AND INCLUDING SPECIFIC REPURCHASES OF SHARES BY PSG

 1. INTRODUCTION

 1.1    Thembeka wishes to unwind its investment portfolio in a
        manner that realises value for its shareholders
        (“Unwinding”). The Unwinding will be implemented in
        consecutive transaction steps.

 1.2    In terms of the Unwinding, Thembeka will, inter alia,
        transfer its interests in its investments that are
        subject to black economic empowerment (“BEE”) lock-in
        periods, being Pioneer Food Group Limited and Kaap Agri
        Limited and only those shares in Curro Holdings Limited
        that are subject to a BEE lock-in period (“BEE Lock-in
        Shares”), to a new black-owned and controlled company
        at a determined value (“Lock-in Investments Transfer”),
        the shareholding of which will ultimately be held by
        the Stellenbosch BEE Education Trust (“SBET”), as to
        51%, and PSG, as to the remaining 49%. SBET is a
        broad-based BEE trust of which 100% of the
        beneficiaries are black students.

 1.3    Shareholders are hereby notified of PSG’s firm
        intention to make an offer (“Firm Intention Offer”) to
        acquire all the ordinary shares in Thembeka, not
        already held by PSG or its subsidiaries, by way of a
        scheme of arrangement in terms of section 114 of the
        Companies Act, 2008 (“Companies Act”) (“Scheme”). For
        the avoidance of doubt, the Scheme will only be
        implemented post the implementation of the Lock-in
        Investments Transfer and only after 31 December 2014.

1.4     The implementation of the Scheme will amount to a
        category 2 acquisition by PSG in terms of the Listings
        Requirements of the JSE Limited (“JSE”) (“JSE Listings
        Requirements”). The Unwinding will include a specific
        repurchase of shares by PSG from Thembeka (“Thembeka
        Specific Repurchase”) and SBET (“SBET  Specific
        Repurchase”). The Thembeka Specific Repurchase will be
        implemented after the Lock-in Investment Transfer but
        before the implementation of the Scheme and the SBET
        Specific Repurchase will be implemented after the
        implementation of the Scheme.

1.5     It is important to note that the values of Thembeka and
        PSG are relative, given that Thembeka and PSG have
        similar investment exposures, and therefore movements
        in the share price of PSG and/or the underlying
        investments of Thembeka and PSG from now until the
        implementation date of the Scheme should not have a
        material impact on the scheme consideration ratio set
        out below.

1.6     The purpose of this announcement is to advise PSG
        shareholders and Thembeka shareholders of the terms and
        conditions of the Firm Intention Offer and to advise
        PSG shareholders of the terms and conditions of the
        Thembeka Specific Repurchase and the SBET Specific
        Repurchase.

2. RATIONALE FOR THE UNWINDING

2.1     Rationale for Thembeka

        Thembeka was established in 2005 to provide BEE parties
        with a vehicle to participate in the opportunities
        created by the BEE Act, No 53 of 2003, read together
        with the BEE Codes of Good Practice. Thembeka has
        successfully over the past 9 years concluded quality
        BEE   transactions   that   have   contributed    towards
        Thembeka’s successes to date. Set out below are the key
        reasons that the board of Thembeka (“Thembeka Board”)
        considered   when   resolving   to  proceed    with   the
        Unwinding:

2.1.1      the BEE landscape in corporate South Africa has
           changed over the past few years, with many companies
           changing the way in which they conclude BEE
           ownership transactions, which makes Thembeka’s
           business model less viable;

2.1.2      Thembeka has grown its assets under management
           substantially over the years. In order to
           participate in sizeable transactions that may have
           an impact on its underlying intrinsic value Thembeka
           would require substantial capital injections. Given
           Thembeka’s unique shareholding structure, wherein
           51% of its shareholding is black owned, the scarcity
           of   black capital and stringent bank funding
           requirements, Thembeka’s board recognises that
           Thembeka’s ability to raise additional capital to
           pursue new sizeable investments will be restricted;
           and

2.1.3      Thembeka, currently restricts the trading of its
           shares to black individuals only. As such Thembeka
           has historically traded over-the-counter, at a
           substantial discount to its underlying intrinsic
           value. Further the recent Financial Services Board
           directive that prohibits over-the-counter trading in
           its current form, makes it difficult for Thembeka’s
           BEE shareholders to exit and/or realise value. The
           Scheme, if implemented, will seek to remedy these
           effective “lock-in’s” created for Thembeka’s black
           shareholders and will result in Thembeka’s black
           shareholders realising Thembeka’s underlying
           intrinsic value at a fair price. Thembeka’s black
           shareholders will receive a more liquid and
           tradeable instrument, being new JSE-listed shares in
           PSG. As an example and based on the over the counter
           traded Thembeka share price at 30 June 2014,
           Thembeka’s   black  shareholders   will  effectively
           realise (in PSG shares) a 56.3% premium to the
           Thembeka 30 trading day VWAP at 30 June 2014.

2.2     Rationale for PSG

        The Unwinding as proposed is marginally positive for
        PSG. However, as PSG was instrumental in the
        establishment of Thembeka, together with various BEE
        parties, and PSG has derived an indirect benefit from
        the commitment of Thembeka’s BEE shareholders since
        2006, PSG has elected to assist Thembeka in the
        implementation of the Unwinding.

3. MECHANICS OF THE SCHEME

3.1       The Scheme will constitute an “affected transaction” as
          defined in section 117(c) of the Companies Act and will
          be regulated by the Companies Act, the Companies
          Regulations, 2011 (“Companies Regulations”) and the
          Takeover Regulation Panel (“TRP”).

3.2       The Scheme will be implemented in terms of section 114
          of the Companies Act and will be proposed by the
          Thembeka Board between Thembeka and its shareholders
          other than PSG Group.

3.3       The Firm Intention Offer will be subject to the
          condition precedent set out in paragraph 4.2 below
          ("Firm Intention Offer Condition").

3.4       The Scheme will be subject to the conditions precedent
          set out in paragraph 5.1 below ("Scheme Conditions").

4. THE FIRM INTENTION OFFER

4.1       MATERIAL TERMS OF THE FIRM INTENTION OFFER

4.1.1        The Firm Intention Offer will be made on the basis
             that –

4.1.1.1          PSG will acquire all ordinary shares in Thembeka
                 not already held by PSG or its subsidiaries
                 (“Scheme Shares”), being 6,880,047 Thembeka
                 shares;

4.1.1.2          following the implementation of the Scheme,
                 Thembeka will be a wholly-owned subsidiary of
                 PSG (PSG confirms that it will adhere to the
                 provisions of paragraph 10.21 of Schedule 10 of
                 the JSE Listings Requirements, in this regard);

4.1.1.3          once the Firm Intention Offer Condition and the
                 Scheme Conditions have been fulfilled and the
                 Scheme is implemented, Thembeka shareholders
                 will receive the scheme consideration of 1.7
                 (one point seven) PSG ordinary shares for every
                 1 (one) unlisted Scheme Share disposed of in
                 terms of the Scheme, rounded to the nearest
                 whole number and credited as fully paid (“Scheme
                 Consideration”);

4.1.1.4          the Scheme Consideration will not have a cash
                 alternative;

4.1.1.5          the Scheme Consideration will be issued on
                 market and will be listed on the main board of
                 the JSE; and

4.1.1.6          a total of 11,696,079 PSG shares will be issued
                 as the Scheme Consideration.

4.1.2        The Scheme Consideration has been calculated on the
             basis set out below –

4.1.2.1          the Scheme Consideration has been calculated
                 based on the intrinsic value of R168.03 per
                 Thembeka ordinary share as at 30 June 2014,
                 after providing for capital gains tax and
                 discounts on the BEE Lock-in Shares. For the
                 avoidance of doubt, the Scheme Consideration has
                 been calculated post the Lock-in Investments
                 Transfer; and

4.1.2.2          the 30-day volume weighted average share price
                 of R97.56 per PSG ordinary share for the 30-day
                 period ended 30 June 2014.

4.1.3        It is important to note that the values of Thembeka
             and PSG are relative, given that Thembeka and PSG
             have similar investment exposures, and therefore
             movements in the share price of PSG and/or the
             underlying investments of Thembeka and PSG from now
             until the implementation date of the Scheme should
             not   have  a   material  impact   on   the  Scheme
             Consideration ratio.

4.2       FIRM INTENTION OFFER CONDITION

4.2.1        The posting of the circular to Thembeka
             shareholders, other than PSG, in relation to the
             Scheme ("Scheme Circular") is subject to the
             fulfilment of the Firm Intention Offer Condition
             that, by no later than 31 October 2014, all
             requisite approvals have been received from the JSE,
             the TRP and the Financial Surveillance Department of
             the South African Reserve Bank for the posting of
             the Scheme Circular, to the extent required.

4.2.2        The Firm Intention Offer Condition cannot be waived.

4.2.3        PSG will be entitled to extend the date for the
             fulfilment of the Firm Intention Offer Condition by
             up to 30 days, in its own discretion, upon written
             notice to Thembeka, but shall not be entitled to
             extend the date to a date later than the aforesaid
             30-day period without the prior written consent of
             Thembeka.

5. THE SCHEME CONDITIONS

5.1       The Scheme will be subject to (and will become
          operative on the relevant operative date upon) the
          fulfilment of the following conditions precedent on or
          before 31 December   2014 –

5.1.1        that PSG shareholders approve all resolutions
             required in order to implement the Unwinding;

5.1.2        that the Scheme be approved by the requisite
             majority of Thembeka shareholders, as contemplated
             in section 115(2)(a) of the Companies Act, and, to
             the extent required, by a High Court in terms of
             section 115(2)(c) of the Companies Act, and, if
             applicable, that Thembeka does not treat the
             aforesaid shareholder resolution as a nullity, as
             contemplated in section 115(5)(b) of the Companies
             Act;

5.1.3        that, in relation to any objections to the Scheme by
             Thembeka shareholders –

5.1.3.1          no Thembeka shareholders give notice objecting
                 to the Scheme, as contemplated in section 164(3)
                 of the Companies Act and vote against the
                 resolution proposed at the general meeting to
                 approve the Scheme (“Scheme Meeting”); or

5.1.3.2          if Thembeka shareholders give notice objecting
                 to the Scheme, as contemplated in section 164(3)
                 of the Companies Act, and vote against the
                 resolution proposed at the Scheme Meeting,
                 Thembeka shareholders holding no more than 5% of
                 all Scheme Shares eligible to be voted at the
                 Scheme Meeting give such notice and vote against
                 the resolutions proposed at the Scheme Meeting;
                 or

5.1.3.3          if Thembeka shareholders holding more than 5% of
                 all Scheme Shares eligible to vote at the Scheme
                 Meeting give notice objecting to the Scheme, as
                 contemplated in section 164(3) of the Companies
                 Act, and vote against the resolution proposed at
                 the   Scheme  Meeting, the relevant Thembeka
                 shareholders do not exercise their appraisal
                 rights, by giving valid demands in terms of
                 sections 164(5) to 164(8) of the Companies Act
                 within 30 business days following the Scheme
                 Meeting, in respect of more than 5% of the
                 Scheme Shares eligible to be voted at the Scheme
                 Meeting; and

5.1.4        that, in respect of the implementation of the Scheme
             and only to the extent that same may be applicable,
             the approval of the JSE, the TRP, the South African
             competition authorities and any other relevant
             regulatory authorities (either unconditionally or
             subject to conditions acceptable to PSG)          be
             obtained.

5.2       The Scheme Conditions in paragraphs 5.1.1, 5.1.2 and
          5.1.4 cannot be waived.

5.3       The Scheme Condition in paragraph 5.1.3 may be waived
          by PSG upon written notice to Thembeka, prior to the
          date for fulfilment of the relevant Scheme Condition.

5.4       PSG will be entitled to extend the date for the
          fulfilment of any of the Scheme Conditions, by up to 60
          days, in its own discretion, upon written notice to
          Thembeka, but shall not be entitled to extend the date
          to a date later than the aforesaid 60-day period
          without the prior written consent of Thembeka.

6. SHAREHOLDINGS IN THEMBEKA AND ACTING AS PRINCIPAL

6.1       Currently PSG, through its wholly owned subsidiary PSG
          Private Equity (Proprietary) Limited, holds 49% of the
          issued share capital of Thembeka.

6.2       PSG confirms that it is the ultimate prospective
          purchaser of the Scheme Shares and is acting alone and
          not in concert with any party.

7. AUTHORISED SHARE CAPITAL

      PSG confirms that it has sufficient authorised share
      capital available to settle the Scheme Consideration shares
      to be issued to Thembeka shareholders in terms of the
      Scheme.

8. THEMBEKA INDEPENDENT BOARD, OPINION AND RECOMMENDATIONS

8.1      In accordance with the Companies Regulations, an
         independent Thembeka board, comprised of independent
         non-executive directors, has been appointed by the
         Thembeka Board to evaluate the Scheme (“Thembeka
         Independent Board”).

8.2      The   Thembeka   Independent   Board will   appoint   an
         independent expert acceptable to the TRP to provide the
         Thembeka Independent Board with external advice in
         regard   to   the   Scheme   and  to  make   appropriate
         recommendations to the Thembeka Independent Board for
         the benefit of Thembeka shareholders. The substance of
         the external advice and the opinion of the Thembeka
         Independent Board on the Scheme will be detailed in the
         Scheme Circular.

9. FURTHER DOCUMENTATION AND SALIENT DATES

9.1      Further details of the Scheme will be included in the
         Scheme Circular that will, subject to the fulfilment of
         the Firm Intention Offer Condition, be posted to
         Thembeka shareholders in due course.        The Scheme
         Circular will, inter alia, also contain a notice of the
         Scheme Meeting, a form of proxy and a form of surrender
         and transfer.

9.2      The Scheme will become effective and be implemented
         following the fulfilment of the Firm Intention Offer
         Condition and the Scheme Conditions. The salient dates
         in relation to the Scheme will be published in due
         course.

10. THE   THEMBEKA   SPECIFIC   REPURCHASE   AND   SBET   SPECIFIC
    REPURCHASE

10.1     As steps in the Unwinding, PSG will repurchase
         9,902,349 ordinary shares (representing 4.5% of the
         issued   shares  of   PSG)  from   Thembeka  (“Thembeka
         Repurchase Shares”) at R97.56 per share and 1,785,850
         ordinary shares (representing 0.8% of the issued shares
         of PSG) from SBET and its subsidiary (“SBET Repurchase
         Shares”) at R97.56 per share.

10.2     The purchase consideration in respect of the Thembeka
         Repurchase Shares, being R966 million, shall be settled
         by way of the creation of a loan account against PSG in
         favour of Thembeka, and the purchase consideration in
         respect of the SBET Repurchase Shares, being R174
         million, shall be settled by way of the creation of a
         loan account against PSG in favour of SBET.

10.3     The Thembeka Specific Repurchase and the SBET Specific
         Repurchase (“Specific Repurchases”) will be subject to
         the following conditions precedent:

10.3.1      the approval of the Specific Repurchases by the
            requisite   majority   of   PSG   shareholders,   as
            contemplated in section 48(8) and 115(2)(a) of the
            Companies Act, and, to the extent required, by a
            High Court in terms of section 115(2)(c) of the
            Companies Act, and, if applicable, that PSG does not
            treat the aforesaid shareholder resolutions as a
            nullity, as contemplated in section 115(5)(b) of the
            Companies Act; and

10.3.2      that, in respect of the implementation of the
            Specific Repurchases and only to the extent that
            same may be applicable, the approval of the JSE, the
            TRP, the South African competition authorities and
            any other relevant regulatory authorities (either
            unconditionally or subject to conditions acceptable
            to PSG) be obtained.

10.4     Subsequent to the implementation of the Specific
         Repurchases, the Thembeka Repurchase Shares and the
         SBET Repurchase Shares shall be cancelled.

10.5     The effective date of the Thembeka Specific Repurchase
         is expected to be during January 2015 and will take
         place prior to the implementation of the Scheme. The
         effective date of the SBET Specific Repurchase is
         expected to be during January 2015 and will take place
         post implementation of the Scheme.

10.6     Given that the Specific Repurchases will entail the
         acquisition of more than 5% of the issued share capital
         of PSG, the Specific Repurchases are subject to the
         requirements of section 114 and 115 of the Companies
         Act. In terms of section 115 of the Companies Act and
         section 5.69 of the JSE Listings Requirements, the
         Specific Repurchases will require shareholder approval
         by way of a special resolution.

10.7    In accordance with the Companies Regulations, an
        independent PSG board, comprised of independent non-
        executive directors, has been appointed by the board of
        directors of PSG to evaluate the Specific Repurchases
        (“PSG Independent Board”).

10.8    The PSG Independent Board will appoint an independent
        expert acceptable to the TRP to provide the PSG
        Independent Board with external advice in regard to the
        Specific   Repurchases    and   to   make    appropriate
        recommendations to the PSG Independent Board for the
        benefit of PSG shareholders. The substance of the
        external advice and the opinion of the PSG Independent
        Board on the Specific Repurchases will be detailed in
        the circular referred to in paragraph 10.9 below.

10.9    A circular containing full information on the Specific
        Repurchases and also incorporating a notice of general
        meeting (“General Meeting”) of PSG shareholders will be
        posted to PSG shareholders in due course (“Repurchase
        Circular”). The required resolutions authorising the
        Specific Repurchases will be tabled at the General
        Meeting.

10.10   It is important to note that PSG will issue 11,696,079
        PSG shares in terms of the Scheme but PSG acquires
        9,902,349 PSG shares in terms of the Thembeka Specific
        Repurchase and 1,785,850 PSG shares in terms of the
        SBET Specific Repurchase. Accordingly, any movement in
        the PSG share price from now until the implementation
        date of the Unwinding should not have a material
        financial impact on PSG.

11. PRO FORMA FINANCIAL EFFECTS ON THEMBEKA SHAREHOLDERS

11.1    The pro forma financial effects on Thembeka
        shareholders are the responsibility of the Thembeka
        directors and have been prepared for illustrative
        purposes only to provide information about how the
        Scheme, incorporating the Thembeka Specific Repurchase
        and the SBET Specific Repurchase, may affect the
        financial position of the Thembeka shareholders. The
        pro forma financial effects on Thembeka shareholders
        have been calculated in respect of 1 (one) Thembeka
        Scheme Share held before the Scheme and 1.7 (one point
        seven) PSG shares held after the Scheme.

11.2   The pro forma financial effects are presented for
       illustrative purposes only and, because of their
       nature, may not fairly present the actual financial
       effects of the Scheme, incorporating the Thembeka
       Specific Repurchase and the SBET Specific Repurchase,
       on Thembeka shareholders.


                                Audited
                            results for
                               the year
                                  ended
                               February   Pro forma
                               2014 (1)   after (2)    Change

Net asset value per
share (R)                        146.42       63.44   (56.7%)

Tangible net asset value
per share (R)                    146.42       46.36   (68.3%)

Recurring headline
earnings per share
(cents)                           673.6       773.3     14.8%

Headline earnings per
share – basic (cents)           3,613.7       935.5   (74.1%)

Attributable earnings
per share – basic
(cents)                         3,692.9       992.6   (73.1%)

Sum-of-the-Parts value
per share at 30 June
2014 (R) before tax              216.75      198.40    (8.5%)

30-day volume weighted
average over-the-counter
price per share at 30
June 2014 (R) (3)                106.12      165.85     56.3%

   Notes and assumptions:

   1. Extracted, without adjustment, from the audited results
      of Thembeka for the year ended 28 February 2014, except
      for the sum-of-the-parts value per share at 30 June
      2014, which was calculated using quoted market prices
      for   all   JSE-listed   and    over-the-counter traded
      investments, with unquoted investments being valued
      using market-related multiples.

   2. The “Pro forma after” column sets out the position of a
      Thembeka shareholder following implementation of the
      Scheme, now owning PSG shares. The financial information
      is based on PSG’s pro forma financial effects for the
      year ended 28 February 2014 (refer paragraph 12 below),
      pursuant to implementation of the Scheme, multiplied by
      the scheme consideration of 1.7 PSG ordinary shares in
      order to provide the pro forma financial effects for
      Thembeka shareholders. The predominant reason for the
      decrease in pro forma net asset value and net tangible
      asset value per share as well as headline and
      attributable earnings per share results from Thembeka
      having   accounted     for   substantial    marked-to-market
      profits on its JSE-listed equity investments, whereas
      PSG either equity accounted or consolidated the majority
      of its underlying investments for the financial year
      ended 28 February 2014.  Thembeka and PSG’s accounting
      treatment of similar underlying investments in
      accordance with International Financial Reporting
      Standards thus differed during the aforementioned
      financial period.

   3. The 30-day volume weighted average price of R106.12 per
      share was calculated with reference to Thembeka shares
      traded over-the-counter until 30 June 2014. The R165.85
      per share was calculated with reference to PSG’s JSE-
      listed 30-day volume weighted average price of R97.56
      per share being multiplied by the 1.7 exchange ratio.


12. PRO FORMA FINANCIAL EFFECTS ON PSG SHAREHOLDERS

12.1   The pro forma financial effects on PSG shareholders are
       the responsibility of the PSG directors and have been
       prepared for illustrative purposes only to provide
       information about how the Scheme, incorporating the
       Thembeka Specific Repurchase and the SBET Specific
       Repurchase, may affect the financial position of PSG
       shareholders.

12.2   The pro forma financial effects are presented for
       illustrative purposes only and, because of their
       nature, may not fairly present the actual financial
       effects of the Scheme, incorporating the Thembeka
       Specific Repurchase and the SBET Specific Repurchase,
       on PSG shareholders.
                              Audited
                              results
                              for the
                           year ended
                             February   Pro forma
                             2014 (1)   after (2)     Change

Net asset value per
share (R)                       37.48       37.32     (0.4%)

Tangible net asset value
per share (R)                   26.03       27.27       4.8%

Recurring headline
earnings per share
(cents)                         446.9       454.9       1.8%

Headline earnings per
share – basic (cents)           551.3       550.3     (0.2%)

Attributable earnings
per share – basic
(cents)                         574.9       583.9       1.6%

Sum-of-the-Parts value
per share at 30 June
2014 (R)                      116.13       116.71       0.5%

  Notes and assumptions:

  1. Extracted, without adjustment, from the audited results
     of PSG for the year ended 28 February 2014, except for
     the sum-of-the-parts value per share at 30 June 2014,
     which was calculated using quoted market prices for all
     JSE-listed and over-the-counter traded investments,
     whilst unquoted investments were valued using market-
     related multiples.

  2. The “Pro forma after” column sets out the results of the
     Scheme and incorporates the following financial effects:

       a. The Lock-in Investments Transfer (refer paragraph
          1.2 above) being implemented at a transaction value
          of R825 million and that SBET is treated as an
          associate of PSG.

       b. The Thembeka Specific Repurchase (refer paragraph
          10 above) being implemented.

        c. The acquisition of 6,880,047 Thembeka shares, being
           those not already held by PSG and its subsidiaries,
           settled by way of issuing 11,696,079 PSG shares.

        d. The elimination of Thembeka’s equity and reserves
           in    accordance  with    standard   consolidation
           procedures.

        e. The SBET Specific Repurchase (refer paragraph 10
           above) being implemented.

        f. Capitalised transaction costs are estimated to be
           R8 million.

        g. All adjustments are expected to have a continuing
           effect.

13. THEMBEKA INDEPENDENT BOARD RESPONSIBILITY STATEMENT

   The Thembeka Independent Board accepts responsibility for
   the information contained in this announcement which
   relates to Thembeka in connection with the Scheme and
   confirms that, to the best of its knowledge and belief,
   such information is true and the announcement does not omit
   anything   likely  to   affect  the   importance  of   such
   information.

14. PSG INDEPENDENT BOARD RESPONSIBILITY STATEMENT

   The PSG Independent Board accepts responsibility for the
   information contained in this announcement which relates to
   PSG in connection with the Specific Repurchases and
   confirms that, to the best of its knowledge and belief,
   such information is true and the announcement does not omit
   anything   likely  to   affect  the   importance  of   such
   information.

15. PSG BOARD RESPONSIBILITY STATEMENT

   The board of directors of PSG accepts responsibility for
   the information contained in this announcement which
   relates to PSG in connection with the Scheme and confirms
   that, to the best of its knowledge and belief, such
   information is true and the announcement does not omit
   anything   likely to   affect  the   importance  of  such
   information.

16. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS

   Thembeka shareholders are referred to Thembeka’s voluntary
   cautionary announcement on 15 July 2014 and the further
   announcement on 17 July 2014, and are advised that, whereas
   the terms of the Scheme have now been announced, caution is
   no longer required to be exercised by shareholders.

Stellenbosch
10 September 2014

PSG Capital: Transaction adviser and sponsor to PSG

Date: 10/09/2014 12:48:00 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.

Share This Story