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PSG GROUP LIMITED - Posting of Specific Repurchase Circular and Notice of General Meeting

Release Date: 15/10/2014 11:45
Code(s): PSG     PDF:  
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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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