Wrap Text
Launch of Placing Offering
PSG Group Limited
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
JSE share code: PSG
ISIN number: ZAE000013017
(“PSG Group”)
LAUNCH OF PLACING OFFERING
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.
PSG Group hereby announces the launch of an accelerated bookbuild offering of new
ordinary shares (the “Placing”) of PSG Group (“Placing Shares”) constituting
approximately 3% of its issued share capital, to raise approximately R1.5 billion,
subject to the satisfaction of certain conditions including pricing acceptable to PSG
Group, through a bookbuilding process (the “Bookbuild”) to be carried out by PSG
Capital Proprietary Limited (“PSG Capital”) and Merrill Lynch International (“BofA
Merrill Lynch”) (each of PSG Capital and BofA Merrill Lynch being a “Bookrunner” and,
together, the “Joint Bookrunners”). PSG Group has already received soft commitments
for R700 million.
Rationale for the Placing
The net proceeds from the issue of the Placing Shares will be used to facilitate growth
in PSG Group’s existing investments and to fund additional investment opportunities.
The liquidity of PSG Group’s shares has increased substantially over the past 3 years,
from approximately 8% to approximately 37% per annum, and PSG Group believes
that the Placing should have the added benefit of further enhancing the liquidity of its
shares. PSG Group believe’s this is important given that PSG Group has this year
been included in the MSCI Emerging Market Index.
Information on the PSG Group, including its most recent interim financial results, can
be found on its website at www.psggroup.co.za.
The new ordinary shares will be issued by PSG Group under its general authority to
issue shares for cash.
The Placing Shares will be offered to qualifying institutional investors only (which
includes private client platforms in South Africa) and the Placing does not and will not
constitute, nor is intended to constitute, an offer to the public to purchase or subscribe
for any shares.
The book will open with immediate effect and is expected to close by 08h59 on
Thursday, 3 December 2015, in order to accommodate global investors. Pricing and
allocations will be announced as soon as practicable following the closing of the book.
The book may close on an earlier or later date or time at the discretion of PSG Group,
in which case a further announcement will be made in advance as to the new date
and/or time of the closing of the book.
Listing and trading of the Placing Shares is expected to commence at 09h00 five
business days after closing of the book, subject to JSE approval.
Under the placing agreement entered into between PSG Group and the Joint
Bookrunners (the “Placing Agreement”), PSG Group and its wholly owned subsidiaries
will not, subject to customary exceptions relating to employee share participation and
similar arrangements, issue any further ordinary shares for cash for a period of 180
days from the closing date of the Placing, without the prior written consent of the Joint
Bookrunners.
PSG Capital is, pursuant to the Placing Agreement, acting as Bookrunner for the
Placing in South Africa. For further information, please contact Johan Holtzhausen on
+27 (0)21 887 9602 or +27 (0)82 558 3623 or johanh@psgcapital.com or Willie
Honeyball on +27 (0)21 887 9602 or +27 (0)71 173 4729 or willieh@psgcapital.com.
BofA Merrill Lynch is, pursuant to the Placing Agreement, acting as Bookrunner for the
Placing outside of South Africa. For further information, please contact Murray Stewart
on +27 (0)11 305 5807 or Alvaro Fraguas on +44 (0)20 7995 3700.
Stellenbosch
2 December 2015
Joint Bookrunner, Joint Global Coordinator and Sponsor
PSG Capital
Joint Bookrunner and Joint Global Coordinator
BofA Merrill Lynch
Counsel to PSG Group
Davis Polk & Wardwell London LLP and Cliffe Dekker Hofmeyr Inc
Disclaimer
This Announcement is restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States of America, Australia,
Canada, Japan or any other jurisdiction in which such release, publication or
distribution would be unlawful. This Announcement is for information purposes only,
does not purport to be full or complete, is subject to change and shall not constitute or
form part of an offer or solicitation of an offer to purchase, sell, issue or subscribe for
securities in the United States of America or any other jurisdiction nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy or completeness.
The distribution of this Announcement and the offering of the Placing Shares in certain
jurisdictions may be restricted by law. The Placing Shares may not be offered to the
public in any jurisdiction in circumstances which would require the preparation or
registration of any prospectus or offering document relating to the shares in such
jurisdiction. No action has been taken by PSG Group or either Joint Bookrunner or
any of their respective affiliates that would permit an offering of such securities or
possession or distribution of this Announcement or any other offering or publicity
material relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required by
PSG Group and the Joint Bookrunners to inform themselves about, and to observe,
such restrictions.
The Placing Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or
sold, directly or indirectly, in the United States of America, absent registration or an
exemption from, or transaction not subject to, the registration requirements of the
Securities Act. There will be no public offer of the Placing Shares in the United States
of America or in any other jurisdiction.
Neither this Announcement nor the Placing constitutes or is intended to constitute an
offer to the public in South Africa in terms of the South African Companies Act 71 of
2008 (as amended) ("the South African Companies Act"). In South Africa this
Announcement is only being distributed to, and is only directed at, and any investment
or investment activity to which this Announcement relates is available only to, and will
be engaged in only with, persons in South Africa who (i) fall within the categories of
persons set out in section 96(1)(a) of the South African Companies Act or (ii) who are
persons who subscribe, as principal, for Placing Shares at a minimum placing price of
R1 000 000, as envisaged in section 96(1)(b) of the South African Companies Act.
In member states of the European Economic Area (“EEA”) which have implemented
the Prospectus Directive (each, a “Relevant Member State”), this Announcement and
any offer if made subsequently is directed exclusively at persons who are qualified
investors within the meaning of the Prospectus Directive (“Qualified Investors”). For
these purposes, the expression Prospectus Directive means Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU, to the extent implemented
in a Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State.
In the United Kingdom this Announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which this Announcement
relates is available only to, and will be engaged in only with, Qualified Investors who
are (i) investment professionals falling within Article 19(5) of the UK Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to
whom it may otherwise be lawfully communicated (all such persons together being
referred to as “relevant persons”). Persons who are not relevant persons should not
take any action on the basis of this Announcement and should not act or rely on it.
This Announcement has been issued by and is the sole responsibility of PSG Group.
No representation or warranty, express or implied, is or will be made as to, or in relation
to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or
by any of their respective affiliates or any of its or their respective directors, employees,
advisers or agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or publicly
available to any interested party or their advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not purport to identify or suggest the risks (direct or indirect)
which may be associated with an investment in the securities. Any investment decision
to acquire securities pursuant to the Placing must be made solely on the basis of
publicly available information. Any such information has not been independently
verified by the Joint Bookrunners.
The issue of the Placing Shares to investors in terms of the Placing is subject to the
Placing Agreement between PSG Group and the Joint Bookrunners becoming
unconditional in accordance with its terms.
Each of the Joint Bookrunners are acting for PSG Group, and no one else, in
connection with the Placing and will not be responsible to anyone other than PSG
Group for providing the protections afforded to the respective clients of the Joint
Bookrunners, nor for providing advice to any other person in relation to the Placing or
any other matter referred to herein.
In connection with the offering of the Placing Shares, any of the Joint Bookrunners and
any of their respective affiliates acting as an investor for their own account may take
up a portion of the Placing Shares as a principal position and in that capacity may
retain, purchase or sell for their own account such Placing Shares. In addition they
may enter into financing arrangements and swaps with investors in connection with
which they may from time to time acquire, hold or dispose of Placing Shares. They do
not intend to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligation to do so.
Nothing in this Announcement should be viewed, or construed, as "advice", as that
term is used in the South African Financial Markets Act, 2012, and/or Financial
Advisory and Intermediary Services Act, 2002, by any of the Joint Bookrunners.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading
on any stock exchange other than the JSE. Neither the content of PSG Group's website
nor any website accessible by hyperlinks on PSG Group's website is incorporated in,
or forms part of, this Announcement.
This Announcement contains (or may contain) certain forward-looking statements
which reflect the PSG Group’s intent, beliefs or current expectations about the future
and can be recognized by the use of words such as “expects,” “plans,” “will,”
“estimates,” “projects,” “intends,” or words of similar meaning. These forward-looking
statements are not guarantees of future performance and are based on assumptions
about PSG Group’s operations and other factors, many of which are beyond the PSG
Group’s control, and accordingly, actual results may differ materially from these
forward-looking statements. Forward-looking statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. Except as
required by the JSE or applicable law, PSG Group expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in PSG Group's
expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Details of the Placing and the Placing Agreement
The Joint Bookrunners have entered into the Placing Agreement with the Company
under which the Joint Bookrunners, as agents for and on behalf of the Company, have
agreed to use reasonable endeavours to procure Placees for the Placing Shares at a
price to be determined following completion of the Bookbuild in respect of the Placing,
described in this Announcement and set out in the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu
in all respects with the existing ordinary shares of the Company including the right to
receive all dividends and other distributions declared in respect of such ordinary shares
after the date of issue of the Placing Shares.
Under the Placing Agreement, the Company and its wholly owned subsidiaries will not,
subject to customary exceptions relating to employee share participation and similar
arrangements, issue any further ordinary shares for cash for a period of 180 days from
the closing date of the Placing, without the prior written consent of the Joint
Bookrunners.
Application for listing and admission to trading
Application will be made to the JSE for admission of the Placing Shares to trading on
the JSE. It is expected that such admission will become effective on or around
Thursday, 10 December 2015 and that dealings in the Placing Shares on the JSE will
commence at that time, subject to JSE approval.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to determine demand for
participation in the Placing by Placees. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing Shares. A portion of the
Placing Shares will be offered and sold in the Republic of South Africa (the “Domestic
Placing Shares”), and the remaining Placing Shares will be offered and sold outside
of the Republic of South Africa (the “International Placing Shares” and, together with
the Domestic Placing Shares, the “Placing Shares”).
Participation in and Principal Terms of the Placing
1. The Joint Bookrunners are acting as joint global coordinators and joint
bookrunners and as agents of the Company.
2. Participation in the Placing will only be available to persons who may lawfully
be, and are, invited to participate by the Joint Bookrunners. Each of the Joint
Bookrunners and their respective affiliates are entitled to enter bids in the
Bookbuild as principal.
3. The Bookbuild will establish a single price per Placing Share payable by all
Placees whose bids are successful (the "Placing Price"). Any discount to the
market price of the ordinary shares will be determined in accordance with the
Listings Requirements of the JSE. The Placing Price and the number of
Domestic Placing Shares and International Placing Shares will be announced
via SENS following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid by way of an
irrevocable undertaking (, in the case of PSG Capital that will be provided by
PSG Capital) to their usual sales or equity capital markets contact at the Joint
Bookrunners. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at either the Placing Price or at
prices up to a price limit specified in its bid. Bids may be scaled down by the
Joint Bookrunners on the basis referred to in paragraphs 8 and 9 below.
5. The Bookbuild is expected to close no later than 06h59 (London time) and
08h59 (Johannesburg time) on Thursday, 3 December 2015 but may be closed
at an earlier or later date and time at the discretion of the Company and each
of the Joint Bookrunners.
6. Each prospective Placee's allocation will be confirmed by email (in the case of
PSG Capital) and orally (in the case of BofA Merrill Lynch) in respect of the
Domestic Placing Shares and International Placing Shares, respectively, as
agents of the Company following the close of the Placing. Submission of the
irrevocable undertaking will constitute a legally binding commitment upon that
person (who become a Placee upon receipt of the email confirmation from PSG
Capital) in favour of the Company and PSG Capital to subscribe for the number
of Domestic Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company’s
memorandum of incorporation. BofA Merrill Lynch’s oral confirmation will
constitute an irrevocable legally binding commitment upon that person (who will
at that point become a Placee) in favour of the Company and BofA Merrill Lynch
to subscribe for the number of International Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix and in
accordance with the Company’s memorandum of incorporation.
7. Each prospective Placee's allocation and commitment will be evidenced by a
settlement email sent to such Placee by, in respect of Domestic Placing Shares,
PSG Capital and in respect of International Placing Shares, BofA Merrill Lynch.
The terms of this Appendix will be deemed incorporated in that settlement email.
8. Subject to paragraphs 3 and 5 above, in respect of the Domestic Placing
Shares the Company may choose to accept bids, either in whole or in part, on
the basis of such allocation as will be determined in the sole discretion of the
Company and may scale down any bids for this purpose on such basis as it
may determine. PSG Capital may also, notwithstanding paragraphs 3 and 5
above, subject to the prior approval of the Company (i) allocate Domestic
Placing Shares after the time of any initial allocation to any person submitting
a bid after that time and (ii) allocate Domestic Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time.
9. Subject to paragraphs 3 and 5 above, in respect of the International Placing
Shares the Company may choose to accept bids, either in whole or in part, on
the basis of such allocation as will be determined in the sole discretion of the
Company and may scale down any bids for this purpose on such basis as it
may determine. BofA Merrill Lynch may also, notwithstanding paragraphs 3
and 5 above, subject to the prior approval of the Company (i) allocate
International Placing Shares after the time of any initial allocation to any person
submitting a bid after that time and (ii) allocate International Placing Shares
after the Bookbuild has closed to any person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject to the conditions
in this Announcement and will be legally binding on the Placee on behalf of
which it is made and, except with the consent of the Company in respect of
Placees of the Domestic Placing Shares and the Company in respect of
Placees of the International Placing Shares, will not be capable of variation or
revocation after the time at which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to the Company
to pay to the Company in cleared funds, an amount equal to the product of the
Placing Price and the number of Domestic Placing Shares or International
Placing Shares (as applicable) such Placee has agreed to subscribe for and
the Company has agreed to issue to that Placee. Each Placee's obligation will
be owed to the Company and to PSG Capital in respect of the Domestic Placing
Shares and to BofA Merrill Lynch in respect of the International Placing Shares.
11. Irrespective of the time at which a Placee's allocation pursuant to the Placing
is confirmed, settlement for all Placing Shares to be subscribed for pursuant to
the Placing will be required to be made at the same time, on the basis explained
below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to fulfilment of
the conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing Agreement".
13. By participating in the Bookbuild, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
14. To the fullest extent permissible by law, neither the Joint Bookrunners nor any
of their respective affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In particular, neither
the Joint Bookrunners nor any of their respective affiliates shall have any
liability (including to the fullest extent permissible by law, any fiduciary duties)
in respect of each of the Joint Bookrunners’ conduct of the Bookbuild or Placing
or of such alternative method of effecting the Placing as each of the Joint
Bookrunners and the Company may agree.
15. In connection with the offering of the Placing Shares, any of the Joint
Bookrunners and any of their respective affiliates acting as an investor for their
own account may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase or sell for their own account such
Placing Shares. In addition they may enter into financing arrangements and
swaps with investors in connection with which they may from time to time
acquire, hold or dispose of Placing Shares. They do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
Conditions of the Placing
The obligations of each of the Joint Bookrunners under the Placing Agreement are
conditional on, among other things:
(a) no material adverse change in, or any development involving a prospective
material adverse change in or affecting, the condition (financial, operational or
otherwise), or in the earnings, management, business affairs, business or
financial prospects or solvency of the Company, the Group taken as a whole
or any Investee Company, whether or not arising in the ordinary course of
business, having occurred or being discovered since the execution of the
Placing Agreement;
(b) publication by the Company of this Announcement by no later than 08h30 on
the date of the Placing Agreement (or such later time and date as the Company
and each of the Joint Bookrunners may agree);
(c) the execution and delivery by the Company and each of the Joint Bookrunners
of the Terms of Placing;
(d) the publication by the Company of a pricing announcement immediately
following the execution of the Terms of Placing;
(e) the representations and warranties of the Company contained in the Placing
Agreement being true, accurate and complete on the date of the Placing
Agreement, the date of execution of the Terms of Placing, Closing Date and
Admission;
(f) the Company having complied with all of its agreements and undertakings and
satisfied or performed all of the conditions and obligations on its part to be
performed or satisfied under the Placing Agreement on or before the Closing
Date;
(g) on the Closing Date, the Joint Bookrunners receiving a certificate of an
authorised representative of the Company, dated as at the Closing Date,
confirming certain matters;
(h) the Joint Bookrunners receiving certain legal opinions as to matters of US, UK
and South African law;
(i) the Placing Shares having been allotted prior to Admission;
(j) Admission taking place by or about 09h00 (Johannesburg time) on or about
Thursday, 10 December 2015 (or such earlier or later date as the Company
and each of the Joint Bookrunners may otherwise agree); and
(k) the Joint Bookrunners receiving confirmation to their satisfaction that the
Company has received any applicable approval from its Authorised Dealer to
issue the Placing Shares for purposes of the Exchange Control Regulations.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing
Shares are not fulfilled or (where permitted) waived by BofA Merrill Lynch, by the
respective time or date where specified (or such later time and/or date as the Company
and BofA Merrill Lynch may agree), (ii) any of such conditions becomes incapable of
being fulfilled, or (iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placee's rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by the Placee in respect thereof.
BofA Merrill Lynch may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company with the whole or any part of any of the Company’s
obligations in relation to the conditions in the Placing Agreement save that the
condition in the Placing Agreement relating to Admission taking place may not be
waived. Any such extension or waiver will not affect the Placees' commitments as set
out in this Announcement.
None of BofA Merrill Lynch, the Company or any other person shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision made as to whether or not to waive or to extend
the time and/or the date for the satisfaction of any condition to the Placing nor for any
decision made as to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of BofA Merrill Lynch.
Termination of the Placing Agreement
BofA Merrill Lynch is entitled, at any time before Admission, to terminate the Placing
Agreement in relation to its obligations in respect of the Placing Shares by giving notice
to the Company if, among other things:
(a) any of the conditions specified above have not been satisfied by the Company
or (to the extent capable of being waived) waived by BofA Merrill Lynch;
(b) there has been a breach of any of the warranties and representations contained
in the Placing Agreement or any failure to perform any of the undertakings or
agreements in the Placing Agreement;
(c) it shall come to the notice of BofA Merrill Lynch that any statement contained
in this Announcement, or any other document or announcement issued or
published by or on behalf of the Company in connection with the Placing
(together the "Placing Documents") is or has become untrue, inaccurate or
misleading in any respect which in the good faith opinion of BofA Merrill Lynch,
is material in the context of the Company, the Group, the Placing, Admission
or the after-market for the Placing Shares;
(d) BofA Merrill Lynch is notified of any event or development making untrue,
inaccurate or misleading any of the Company’s representations, warranties,
agreements or indemnities contained in the Placing Agreement or any change
affecting or reasonably likely to affect any of the Company’s representations,
warranties, agreements or indemnities contained in the Placing Agreement at
any time on or prior to payment being made in respect of the Placing Shares
on the Closing Date;
(e) in the opinion of BofA Merrill Lynch, there has been, or BofA Merrill Lynch has
become aware of, or there has been made public, a material adverse change
in, or any development involving a prospective material adverse change in or
affecting, the condition (financial, operational or otherwise), or in the earnings,
management, business affairs, business or financial prospects or solvency of
the Company, the Group taken as a whole or any Investee Company, whether
or not arising in the ordinary course of business, having occurred or being
discovered since the execution of this Agreement;
(f) there has occurred (i) any material adverse change in the financial markets in
the United States, the United Kingdom, the Republic of South Africa, member
states of the European Union or in the international financial markets, (ii) any
outbreak or escalation of hostilities, act of terrorism or other calamity or crisis
or (iii) any change or development involving a prospective change in national
or international political, financial or economic conditions, or currency
exchange rates, in each case the effect of which is such as to make it, in the
judgment of BofA Merrill Lynch, impracticable or inadvisable to market the
Placing Shares or to enforce contracts for the sale of the Placing Shares;
(g) admission to listing of the Placing Shares on the JSE has been withdrawn, or
trading in any shares of the Company has been suspended or limited by the
JSE or any South African regulatory body, or if trading generally on the JSE,
the London Stock Exchange, or the New York Stock Exchange has been
suspended or limited, or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the regulatory authorities of the
Republic of South Africa, the United States, the United Kingdom or any other
governmental or self-regulatory authority, or a material disruption has occurred
in commercial banking or shares settlement or clearance services in the
Republic of South Africa, the United Kingdom, the United States or in the
European Economic Area (the "EEA");
(h) any public announcement is made by the Company that would make it, in the
judgment of BofA Merrill Lynch, impracticable or inadvisable to sell the Placing
Shares or to enforce contracts for the sale of the Placing Shares; or
(i) a banking moratorium has been declared by the authorities of any of the United
Kingdom, the United States, the Republic of South Africa or the State of New
York or any member state of the EEA.
Upon such termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise by BofA Merrill Lynch
of any right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of BofA Merrill Lynch and that it need not make any
reference to Placees and that BofA Merrill Lynch shall have no liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, pre-listing statement or prospectus has been or will be
submitted to be approved by the JSE or the South African Companies and Intellectual
Properties Commission in relation to the Placing, and Placees' commitments will be
made solely on the basis of publicly available information taken together with the
information contained in this Announcement released by PSG Group today, and
subject to the further terms set forth in the settlement email to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this
Announcement (including this Appendix) and the publicly available information
released by or on behalf of PSG Group is exclusively the responsibility of PSG Group
and confirms that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of PSG Group (other than
publicly available information) or the Joint Bookrunners or any other person and neither
the Joint Bookrunners nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of PSG Group (as well as its
Subsidiaries and Investee Companies) in accepting a participation in the Placing.
Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent
misrepresentation.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a settlement
email which will confirm the number of Placing Shares allocated to them and the
Placing Price. If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the settlement email is copied and delivered
immediately to the relevant person within that organisation.
Each Placee will be deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the requirements of STRATE,
the settlement and clearing system used by the JSE, including ensuring that their
Central Securities Depository Participant “CSDP” accounts are credited with sufficient
funds to settle the aggregate amounts owed by them, and instructing their CSDPs to
book off-market transactions (on a receipt versus payment basis) in respect of the
Placing Shares allocated to them. Payment in full for any Placing Shares so allocated
at the Placing Price must be made by no later 9h00 (Johannesburg time) (or such other
time as shall be notified to each Placee by, in the case of Domestic Placing Shares,
PSG Capital and, in the case of International Placing Shares, BofA Merrill Lynch) on
or about Thursday, 10 December 2015 (or such other time and/or date as the Company
may agree).
Settlement of transactions in the Placing Shares will take place within the STRATE
system. Settlement through STRATE will be on a T + 5 Business Day basis unless
otherwise notified by either Joint Bookrunner, as applicable, and is expected to occur
on or about Thursday, 10 December 2015. The Company reserves the right to require
settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in
certificated form if, in the Company’s opinion , delivery or settlement is not possible or
practicable within the STRATE system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
In the event that the Company`s application to have the Placing Shares admitted to
trading on the Main Board of the JSE is delayed beyond 9h00 (Johannesburg time) on
or about Thursday, 10 December 2015, settlement shall occur up to three days later,
or at such later time and/or date as the Company may determine, failing which the
Placing Shares shall be issued in certificated form. Settlement will be on a delivery
versus payment basis.
If Placees do not comply with their obligations, PSG Capital may sell such Placees’
Domestic Placing Shares on their behalf and BofA Merrill Lynch may sell such Placees’
International Placing Shares on their behalf and, in each case, retain from the proceeds,
for each of the Joint Bookrunners’ own account and benefit, an amount equal to the
Placing Price of each share sold plus any interest due. Placees will, however, remain
liable for any shortfall below the Placing Price plus any interest due and for any
securities transfer tax (together with any interest or penalties in respect thereof) which
may arise upon the sale of their Placing Shares on their behalf.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such Placee's
behalf) acknowledges, undertakes, represents, warrants, agrees and/or confirms (as
the case may be) the following:
1. it has read this Announcement, including the Appendix, in its entirety and that
its subscription for the Placing Shares is subject to and based upon all the
terms, conditions, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement;
2. no offering document, listing particulars, pre-listing statement or prospectus
has been or will be prepared in connection with the Placing and it has not
received a prospectus or other offering document in connection with the Placing
or the Placing Shares;
3. the ordinary shares in the capital of the Company are listed on the Main Board
of the JSE, and the Company is therefore required to publish certain business
and financial information in accordance with the listing requirements of the JSE
("Publicly Available Information"), which includes a description of the nature of
the Company's business and the Company's most recent balance sheet and
profit and loss account, that it has reviewed such Publicly Available Information
and that it is able to obtain or access such Publicly Available Information
without undue difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded company, without
undue difficulty;
4. neither the Joint Bookrunners nor the Company nor any of their respective
affiliates nor any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or the Company
or any other person other than this Announcement; nor has it requested any of
the Joint Bookrunners, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such information;
5. (i) unless otherwise agreed by the Company, it and, if different, the beneficial
owner of the Placing Shares is not, and at the time the Placing Shares are
subscribed for will not be, a resident of Canada or Japan, and (ii) the Placing
Shares have not been and will not be registered under the securities legislation
of Canada or Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, in or into
those jurisdictions;
6. the Placing Shares referred to in this Announcement have not been and will
not be registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States, and may not be offered or sold,
directly or indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. Any offering made in the United States
will be made to a limited number of qualified institutional buyers pursuant to an
exemption from registration under the Securities Act in a transaction not
involving a public offering. The Placing Shares are being offered and sold
outside the United States in accordance with Regulation S under the Securities
Act ("Regulation S");
7. an investment in the Placing Shares involves a considerable degree of risk and
that the Placing Shares have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any state’s securities commission in the
United States or any U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing. Any
representation to the contrary is a criminal offence in the United States;
8. with respect to Placing Shares offered to or purchased by it outside the United
States, it was outside of the United States during any offer or sale of Placing
Shares to it and the offer and sale of the Placing Shares to it has been made
to it in an “offshore transaction” (as such term is defined in Regulation S)
meeting the requirements of Regulation S. Each Placee further acknowledges
and agrees that if it decides to dispose of any of the Placing Shares, it may only
do so in compliance with the Securities Act and in accordance with any
applicable securities laws of any state or other jurisdiction of the United States
and the securities laws of any other relevant jurisdictions, as then in effect;
9. with respect to any Placing Shares offered to or purchased by it in the United
States, (a) it is a QIB within the meaning of Rule 144A under the Securities Act
(“Rule 144A”) and, if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, that: (i) each such account is a QIB; (ii) it
has sole investment discretion with respect to each such account; and (iii) it
has the full power and authority to make and does make the representations,
warranties and agreements put forth herein, and will sign the investor letter, on
behalf of each such account; (b) that (i) the Placing Shares may not be offered,
sold, pledged or otherwise transferred by it except (1) to the Company; (2) in
an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation
S; (3) in the United States to a person whom the seller reasonably believes is
a QIB purchasing for its own account, or for the account of a QIB, in a
transaction meeting the requirements of Rule 144A; (4) pursuant to Rule 144
under the Securities Act (if available) ("Rule 144"); or (5) pursuant to an
effective registration statement under the Securities Act; (ii) the Placing Shares
will be “restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act; (iii) for so long as the Placing Shares are “restricted securities”
(within the meaning of Rule 144(a)(3) under the Securities Act), it will segregate
such Placing Shares from any other shares that it holds that are not restricted
securities, shall not deposit such shares in any depositary facility established
or maintained by a depositary bank and will only transfer such Placing Shares
in accordance with this paragraph; (iv) to notify any U.S. transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the Placing
Shares of the foregoing restrictions on transfer; and (v) no representation has
been made as to the availability of the exemption provided by Rule 144, Rule
144A or any other exemption under the Securities Act for the offer, sale, pledge
or transfer of the Placing Shares; (c) that it is or, if it is acting for the account of
a QIB as to which it has sole investment discretion, such account is, acquiring
the Placing Shares for investment purposes and (subject to the disposition of
our property being at all times within our control) not with a view to distribution
within the meaning of the U.S. securities law; and (d) that it is not or, if it is
acting for the account of a QIB as to which it has sole investment discretion,
such account is not, acquiring the Placing Shares as a result of any "general
solicitation" or "general advertising" (as defined in Regulation D under the
Securities Act);
10. if it is in South Africa, it:
a. is (a) a person whose ordinary business, or part of whose ordinary
business, is to deal in securities, whether as principals or agents; (b) the
Public Investment Corporation as defined in the Public Investment
Corporation Act, 2004 (Act 23 of 2004); (c) a person or entity regulated by
the Reserve Bank of South Africa; (d) an authorised financial services
provider, as defined in the Financial Advisory and Intermediary Services
Act, 2002 (Act 37 of 2002); (e) a financial institution, as defined in the
Financial Services Board Act, 1990 (Act 97 of 1990); (f) a wholly-owned
subsidiary of a person contemplated in subparagraph (c), (d) or (e), acting
as agent in the capacity of an authorised portfolio manager for a pension
fund registered in terms of the Pension Funds Act, 1956 (Act 24 of 1956),
or as manager for a collective investment scheme registered in terms of
the Collective Investment Schemes Control Act, 2002 (Act 45 of 2002); or
(g) any combination of persons contemplated in paragraphs (a) to (f); or
b. will directly acquire the Placing Shares and the Placing Price payable by it
will be more than ZAR 1,000,000 (approximately GBP46,317);
11. that the content of this Announcement is exclusively the responsibility of the
Company and that neither the Joint Bookrunners nor any person acting on their
respective behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise.
Each Placee further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is contained in this Announcement
and any information previously published by or on behalf of the Company by
notification via SENS, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and that it has
neither received nor relied on any other information given or representations,
warranties or statements made by the Joint Bookrunners or the Company and
neither the Joint Bookrunners nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to participate
in the Placing;
12. neither the Joint Bookrunners nor any person acting on their respective behalf
nor any of their respective affiliates has or shall have any liability for any publicly
available or filed information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
13. neither it, nor the person specified by it for registration as a holder of Placing
Shares is, or is acting as nominee or agent for, and that the Placing Shares will
not be issued to, a person whose business either is or includes issuing
depositary receipts or the provision of clearance services;
14. it has complied with its obligations under the Criminal Justice Act 1993, section
118 of the Financial Services and Markets Act 2000 ("FSMA") and in
connection with money laundering and terrorist financing under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act
2006 and the Money Laundering Regulations 2007 and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the "Regulations")
and the Money Laundering Sourcebook of the UK Financial Conduct Authority
(“FCA”) and, if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the identity of the third
party as required by the Regulations;
15. if it is a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, the Placing Shares subscribed for by it in the Placing will
not be subscribed for on a non-discretionary basis on behalf of, nor will they be
subscribed for with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other than to
qualified investors, or in circumstances in which the prior consent of BofA
Merrill Lynch has been given to the proposed offer or resale;
16. it has not offered or sold and will not offer or sell any Placing Shares to persons
in the United Kingdom, except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in circumstances
which have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA;
17. it has not offered or sold and will not offer or sell any Placing Shares to persons
in the EEA except to qualified investors (as defined in Article 2(1)(e) of the
Prospectus Directive) or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member state of the
European Economic Area within the meaning of the Prospectus Directive
(including any relevant implementing measure in any member state);
18. it has complied and will comply with all applicable provisions of FSMA with
respect to anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
19. it is a person falling within Article 19(1), Article 19(5) and / or Article 49(2)(a) to
(d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 or is a person to whom this Announcement may otherwise be lawfully
communicated; and, it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in circumstances in which section 21(1)
of FSMA does not require approval of the communication by an authorised
person;
20. it and any person acting on its behalf is entitled to subscribe for the Placing
Shares under the laws of all relevant jurisdictions which apply to it, and that the
subscription for the Placing Shares by it or any person acting on its behalf will
be in compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
21. it (and any person acting on its behalf) will make payment for the Placing
Shares allocated to it in accordance with this Announcement on the due time
and date set out herein, failing which the relevant Placing Shares may be
placed with other Placees or sold as PSG Capital in respect of Domestic
Placing Shares and BofA Merrill Lynch in respect of International Placing
Shares may in their respective discretion determine and without liability to such
Placee;
22. its allocation (if any) of Placing Shares will represent a maximum number of
Placing Shares which it will be entitled, and required, to subscribe for, and that
the Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the aforementioned
maximum;
23. neither the Joint Bookrunners nor any of their respective affiliates, nor any
person acting on behalf of them, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it is not
and will not be a client of either Joint Bookrunner and that neither Joint
Bookrunner has any duties or responsibilities to any Placee for providing the
protections afforded to its clients or customers or for providing advice in relation
to the Placing nor in respect of any representations, warranties, undertakings
or indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination right;
24. the person whom it specifies for registration as holder of the Placing Shares
will be (i) itself or (ii) its nominee, as the case may be. Neither of the Joint
Bookrunners nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax or securities transfer tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and each of the Joint Bookrunners in respect of the same;
25. if it is in South Africa these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of South Africa and it
submits (on behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the South African courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken
by the Company or each of the Joint Bookrunners in any jurisdiction in which
the relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
26. if it is outside of South Africa these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions and any non-
contractual obligations arising out of or in connection with such agreements
shall be governed by and construed in accordance with the laws of England
and it submits (on behalf of itself and on behalf of any person on whose behalf
it is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken
by the Company or each of the Joint Bookrunners in any jurisdiction in which
the relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
27. each of the Joint Bookrunners and the Company and their respective affiliates
will rely upon the truth and accuracy of the representations, warranties and
acknowledgements set forth herein and which are irrevocable and it irrevocably
authorises each of the Joint Bookrunners to produce this Announcement,
pursuant to, in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with respect to
the matters set forth herein;
28. it will indemnify and hold the Company, each of the Joint Bookrunners and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the Placing;
29. it will subscribe for any Placing Shares for which it subscribes for its account or
for one or more accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
30. its commitment to subscribe for Placing Shares on the terms set out herein and
in the settlement email will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will have no right
to be consulted or require that their consent be obtained with respect to the
Company's conduct of the Placing. The foregoing representations, warranties
and confirmations are given for the benefit of the Company as well as each of
the Joint Bookrunners. The agreement to settle a Placee's allocation (and/or
the allocation of a person for whom such Placee is contracting as agent) free
of stamp duty, securities transfer tax and stamp duty reserve tax depends on
the settlement relating only to the subscription by it and/or such person direct
from the Company for the Placing Shares in question. Such agreement
assumes, and is based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing Shares is, or is acting
as nominee or agent for, and that the Placing Shares will not be issued to, a
person whose business either is or includes issuing depositary receipts or the
provision of clearance services. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty,
securities transfer tax or stamp duty reserve tax may be payable. In that event
the Placee agrees that it shall be responsible for such stamp duty, securities
transfer tax or stamp duty reserve tax, and neither the Company nor any Joint
Bookrunner shall be responsible for such stamp duty, securities transfer tax or
stamp duty reserve tax. If this is the case, each Placee should seek its own
advice and notify the Joint Bookrunners accordingly;
31. it understands that no action has been or will be taken by the Company, the
Joint Bookrunners or any person acting on behalf of the Company or the Joint
Bookrunners that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for that purpose is
required;
32. in making any decision to subscribe for the Placing Shares, it has knowledge
and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of acquiring the Placing Shares. It
further confirms that it is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection with the
Placing. It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and the terms
of the Placing, including the merits and risks involved;
33. it has (a) made its own assessment and satisfied itself concerning legal,
regulatory, tax, business and financial considerations in connection herewith to
the extent it deems necessary; (b) had access to review publicly available
information concerning the Company or its group that it considers necessary
or appropriate and sufficient in making an investment decision; (c) reviewed
such information as it believes is necessary or appropriate in connection with
its subscription for the Placing Shares; and (d) made its investment decision
based upon its own judgment, due diligence and analysis and not upon any
view expressed or information provided by or on behalf of any Joint
Bookrunner;
34. it may not rely on any investigation that any Joint Bookrunner or any person
acting on their respective behalf may or may not have conducted with respect
to the Company and its affiliates or the Placing and neither Joint Bookrunner
has made any representation to it, express or implied, with respect to the merits
of the Placing, the subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, its group, or as to any other matter
relating thereto, and nothing herein shall be construed as a recommendation
to it to purchase the Placing Shares. It acknowledges and agrees that no
information has been prepared by any Bookrunner or the Company for the
purposes of this Placing; and
35. accordingly, it will not hold any Bookrunner or any of their respective associates
or any person acting on their respective behalf responsible or liable for any
misstatements in or omission from any publicly available information relating to
the Company or information made available (whether in written or oral form)
relating to the Company's group (the "Information") and that none of the Joint
Bookrunners or any person acting on their respective behalf, makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for any of such
Information.
The representations, warranties, acknowledgements and undertakings contained in
this Appendix are given to the Company and each of the Joint Bookrunners and are
irrevocable.
In addition, Placees should note that they will be liable for any stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) as may be applicable,
payable by them or any other person on the purchase by them of any Placing Shares
or the agreement by them to purchase any Placing Shares.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that each of the Joint Bookrunners or any of their respective affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with BofA Merrill
Lynch, any money held in an account with any of BofA Merrill Lynch on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under FSMA.
The Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will not be
segregated from BofA Merrill Lynch's money in accordance with the client money rules
and will be used by BofA Merrill Lynch in the course of its own business; and the Placee
will rank only as a general creditor of BofA Merrill Lynch.
All times and dates in this Announcement may be subject to amendment. The Joint
Bookrunners shall notify the Placees and any person acting on behalf of the Placees
of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
Definitions
In this Announcement and the Appendix:
"Admission" means the admission of the Placing Shares to the JSE List and to trading
on the Main Board of the JSE;
"Announcement" means this announcement (including the Appendix to this
announcement);
“Authorised Dealer” means in respect of the Company, First National Bank, a division
of FirstRand Bank Limited (registration number 1929/001225/06);
"BofA Merrill Lynch" means Merrill Lynch International;
“Closing Date” means the day on which the transactions effected hereby will be settled,
expected to be five Business Days after the date on which the Pricing Announcement
is released and no later than 10 December 2015, and as specified in the executed
Terms of Placing;
“Exchange Control Regulations” means the Exchange Control Regulations, 1961
issued under the South African Currency and Exchanges Act, 9 of 1933;
“Group” means the Company and its Subsidiaries taken as a whole, excluding any
Investee Company;
“Investee Company” means each of (i) Capitec Bank Holdings Limited, Curro Holdings
Limited, Zeder Investments Limited and (iv) PSG Konsult Limited; (ii) any other
company, corporation, body corporate or other entity or body (whether incorporated or
unincorporated) including partnerships and collective investment schemes or persons
wherever established, incorporated or resident and in or in respect of which an
investment has been acquired or made by the Company or any of its subsidiaries,
including joint ventures, and which is accounted for by the Company in its consolidated
financial statements at fair value as an investment through profit and loss in
accordance with IAS 39; and (iii) any subsidiary of any such Investee Company under
(i) or (ii) above from time to time;
"JSE" means JSE Limited, licensed as an exchange under the South African Financial
Markets Act, 2012;
"JSE List" means the list of securities admitted to listing maintained by the JSE;
"ordinary share" means an ordinary share with no par value in the capital of the
Company;
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares has been given;
"Placing Agreement" means the placing agreement dated 1 December 2015 among
the Company and each of the Joint Bookrunners in respect of the Placing;
“Placing Price” means the price per Placing Share, if any, as determined by the
Company, and as may be specified in the executed Terms of Placing;
"Placing Shares" means up to a maximum of 10 232 801 ordinary shares to be issued
pursuant to the Placing, such number to be determined at the close of the Placing;
"Prospectus Directive" means Directive 2003/71/EC as amended, and includes (a) the
2010 PD Amending Directive, (b) any relevant implementing measure in each Relevant
Member State and (c) Commission Regulation (EC) No. 809/2004, as amended;
"PSG Group" or the "Company" means PSG Group Limited;
"Securities Act" means the US Securities Act of 1933, as amended;
"SENS" means the Securities Exchange News Service, an information dissemination
service administered by the JSE Limited;
"South Africa" means the Republic of South Africa;
“South African Companies Act” means the South African Companies Act, 2008;
“STRATE” means STRATE Proprietary Limited, registration number 1998/022242/07,
a private company incorporated with limited liability under the laws of the Republic of
South Africa, which is licensed as a central securities depository under the South
African Financial Markets Act;
“Subsidiary” means each of the Company’s consolidated subsidiaries, excluding the
Investee Companies;
“Terms of Placing” means a termsheet setting out the Placing Price and the numbers
of International Placing Shares and Domestic Placing Shares, as agreed among the
Company and each of the Joint Bookrunners and executed by each of them, which
shall form part of, and shall be read in conjunction with, the Placing Agreement;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern
Ireland; and
"United States" or "US" means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia.
Date: 02/12/2015 07:45:00 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.
Sharenet Sites 
