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Posting of Specific Repurchase 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” or “the Company”)
POSTING OF SPECIFIC REPURCHASE CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Shareholders of PSG (“Shareholders”) are referred to the joint
announcement released by the Company and Thembeka Capital (RF)
Limited (“Thembeka”) on 10 September 2014 (“the Announcement”),
whereby Shareholders were advised that 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 the Announcement Shareholders were also 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”).
1.3. As steps in the Unwinding, PSG will repurchase 9 902 349 ordinary
shares (representing 4.5% of the issued shares of PSG) from
Thembeka Fin Holdings Proprietary Limited (a wholly owned
subsidiary of Thembeka) at R97.56 per share (“the Thembeka
Specific Repurchase”) and 1 785 850 ordinary shares (representing
0.8% of the issued shares of PSG) from Stellenbosch BEE Education
Trust (“SBET”) and Clusten 52 Proprietary Limited (a wholly owned
subsidiary of SBET) at R97.56 per share (“the SBET Specific
Repurchase”) (collectively the “Specific Repurchases”).
1.4. 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.
1.5. In accordance with the Companies Act Regulations, 2011, an
independent PSG board, comprised of independent non-executive
directors, was appointed by the board of directors of PSG to
evaluate the Specific Repurchases (“PSG Independent Board”). The
PSG Independent Board appointed Questco Proprietary Limited
(“Questco”) as an independent expert 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 Shareholders.
1.6. For information purposes, Shareholders are advised that Questco
has provided a formal opinion confirming that the terms and
conditions of the Specific Repurchases are fair and reasonable to
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 2 below.
2. POSTING OF THE CIRCULAR
2.1. A circular containing full information on the Specific Repurchases
and also incorporating a notice of general meeting of shareholders
will be posted to Shareholders today, 15 October 2014
(“Circular”).
2.2. Shareholders are advised to review the Circular for detailed
information regarding the Specific Repurchases and related
aspects. The Circular will be available on PSG’s website at
www.psggroup.co.za from today, 15 October 2014.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Shareholders will
be held at 10h00 on Thursday, 13 November 2014, at the Grand
Ballroom, Asara Wine Estate & Hotel, Polkadraai Road, Stellenbosch
(“General Meeting”) 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.
4. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important
dates and times in relation to the Specific Repurchases. Capitalised
terms used below and elsewhere in this announcement and that are not
otherwise defined, bear the meanings ascribed to them in the
Circular.
Record date in order to be eligible to Friday, 3 October 2014
receive the Circular, including the notice
of General Meeting
Circular posted to Shareholders on Wednesday, 15 October
2014
Announcement providing full details of the Wednesday, 15 October
Specific Repurchases giving salient dates 2014
and advising of the posting of the
Circular and giving the date and place of
the General Meeting released on SENS on
Announcement providing full details of the Thursday, 16 October
Specific Repurchases giving salient dates 2014
and advising of the posting of the
Circular and giving the date and place of
the General Meeting published in the South
African press on
Last day to trade in Shares in order to be Friday, 31 October 2014
eligible to attend, participate in and
vote at the General Meeting
General Meeting Record Date in order to be Friday, 7 November 2014
eligible to attend, participate in and
vote at the General Meeting
Last day for receipt of Forms of Proxy in Tuesday, 11 November
respect of the General Meeting by 10:00 on 2014
Last date and time for Shareholders to Thursday, 13 November
give notice to PSG in terms of section 164 2014
of the Companies Act objecting to the
special resolutions necessary to authorise
the Specific Repurchases to be considered
at the General Meeting by 10:00 on
Forms of Proxy not lodged with the Thursday, 13 November
Transfer Secretaries to be handed to the 2014
chairperson of the General Meeting before
10:00 on
General Meeting of Shareholders to be held Thursday, 13 November
at 10:00 on 2014
Results of General Meeting released on Thursday, 13 November
SENS on 2014
Results of General Meeting published in Friday, 14 November
the South African press on 2014
If the Specific Repurchases are approved by Shareholders at the
General Meeting:
Last date for Shareholders who voted Thursday, 20 November
against the Specific Repurchases to 2014
require PSG to seek court approval for the
Specific Repurchases in terms of section
115(3)(a) of the Companies Act (where
applicable) on
Last date for Shareholders who voted Thursday, 27 November
against the Specific Repurchases to apply 2014
to court for leave to apply for a review
of the Specific Repurchases in terms of
section 115(3)(b) of the Companies Act on
Last date for PSG to send objecting Thursday, 27 November
Shareholders notices of the adoption of 2014
the special resolutions approving the
Specific Repurchases, in accordance with
section 164(4) of the Companies Act, on
Action
The following dates assume that neither court approvals nor the
review of the Specific Repurchases are required and will be
confirmed in the finalisation announcement if the Specific
Repurchases become unconditional:
Finalisation Date expected to be on Friday, 28 November
2014
Finalisation Date announcement expected to Friday, 28 November
be released on SENS on 2014
Finalisation Date announcement expected to Monday, 1 December 2014
be published in the South African press on
Thembeka Specific Repurchase implemented Friday, 9 January 2015
on or about
SBET Specific Repurchase implemented on or Wednesday, 14 January
about 2015
Expected date for the delisting from the Friday, 16 January 2015
JSE of the Shares repurchased in terms of
the Specific Repurchases from the
commencement of trading on the JSE on
Notes
1. All of the above dates and times are subject to change. Any
changes made will be notified to Shareholders by release on
SENS.
2. Although the salient dates and times are subject to change, such
statement may not be regarded as consent or dispensation for any
change to any relevant applicable time period which may be
required in terms of the Companies Act Regulations and the JSE
Listings Requirements where applicable, and any such consent or
dispensation must be specifically applied for and approved by
the TRP or JSE.
3. Shareholders are referred to Annexure 5 of the Circular (which
contains a summary of Dissenting Shareholders’ Appraisal Rights
in respect of the Specific Repurchases) regarding rights
afforded to Shareholders, the exercise of which may affect the
above indicated salient dates and times.
4. Shareholders should note that, as transactions in shares are
settled in the electronic settlement system used by Strate,
settlement of trades takes place five Business Days after such
trade. Therefore, persons who acquire Shares after the last day
to trade in order to be eligible to vote at the General Meeting,
namely, Friday, 31 October 2014, will not be able to vote
thereat.
5. A Shareholder may submit the Form of Proxy at any time before
the commencement of the General Meeting (or any adjournment of
the General Meeting) or hand it to the chairperson of the
General Meeting before the appointed proxy exercises any of the
relevant Shareholders’ rights at the General Meeting (or any
adjournment of the General Meeting), provided that, should a
Shareholder lodge the Form of Proxy with the Transfer
Secretaries less than 48 hours before the General Meeting, a
Shareholder will also be required to furnish a copy of such Form
of Proxy to the chairperson of the General Meeting before the
appointed proxy exercises any of such Shareholder’s rights at
the General Meeting (or any adjournment of the General Meeting).
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 such adjournment or postponement.
7. All times given in the Circular are local times in South Africa.
5. COPIES OF THE CIRCULAR
Copies of the Circular will be available for inspection by
Shareholders during normal business hours at the registered office
of the Company and at the Johannesburg office of the Company’s
sponsor, PSG Capital Proprietary Limited, at 1st Floor, Building 8,
Inanda Greens Business Park, 54 Wierda Road West, Wierda Valley,
Sandton, from Wednesday, 15 October 2014 until Thursday, 13 November
2014 (both days inclusive).
6. SCHEME NOTICE TO THEMBEKA SHAREHOLDERS
Thembeka shareholders are referred to a detailed announcement issued
to Thembeka shareholders today, 15 October 2014 which sets out full
details relating to the Scheme that are applicable to Thembeka
shareholders (“Thembeka Announcement”). The Thembeka Announcement is
available on Thembeka’s website at www.thembekacapital.com from
today, 15 October 2014.
15 October 2014
Stellenbosch
Transaction adviser and sponsor to PSG: PSG Capital Proprietary Limited
Independent reporting accountant and auditor: PricewaterhouseCoopers
Incorporated
Independent expert: Questco Proprietary Limited
Independent sponsor: PricewaterhouseCoopers Corporate Finance
Proprietary Limited
Date: 15/10/2014 11:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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