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Final terms of the restructuring of certain Purple Group Shareholdings and disclosure thereof in terms of directors
Purple Group Limited
(Formerly Purple Capital Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/013637/06)
Share code: PPE ISIN: ZAE000185526
(“Purple Group” or “PGL” or “the Company”)
FINAL TERMS OF THE RESTRUCTURING OF CERTAIN PURPLE GROUP SHAREHOLDINGS AND
DISCLOSURE THEREOF IN TERMS OF DIRECTORS’ DEALINGS PROVISIONS OF THE JSE LIMITED’S
LISTINGS REQUIREMENTS (“RESTRUCTURING”)
Shareholders are referred to the previous announcement regarding the proposed restructuring dated
27 August 2014. The parties have now reached agreement on the final terms which are set out
hereunder.
As more fully disclosed in the Annual Financial Statements for PGL for the year ended 31 August 2013
and including all subsequent purchases of shares as announced on SENS, Ronnie Lubner, (“RL”), a non-
executive director of PGL, holds (indirectly and non-beneficially) 233 552 908 shares (28,4%) and Mark
Barnes, (“MB”), Chairman of PGL, holds (beneficially, directly and indirectly) 196 262 111 shares
(23,9%) in the total issued capital of PGL (822 905 022).
In order to align their interests in PGL these two shareholders have taken the decision to restructure,
166 080 851 shares each at a weighted price of 32,7903 cents per share, amounting to R108.92 million
(332 161 702 shares in aggregate) into a new holding company (“RLMB”) to be formed for this
purpose. RL and MB will be equal shareholders in RLMB, acting in concert, which will then hold 40,36%
of PGL.
The effective date of the proposed restructuring will now be 9 December 2014 and will be done off-
market and clearance has been obtained to transact.
There will be no change in the beneficial ownership status of the shares and the restructuring will have
no impact whatsoever nor is there any prejudice on any other shareholders in PGL. The Takeover
Regulation Panel has been informed of the parties acting in concert.
In terms of the Companies Regulation 84 (7) (a), (b) and (c), no mandatory offer is required to be made
to PGL shareholders.
9 December 2014
Johannesburg
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 09/12/2014 05:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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