PRESCIENT LIMITED - Prescient/Stellar Capital - Posting of circular to Prescient shareholders and notice of meetings

Prescient/Stellar Capital - Posting of circular to Prescient shareholders and notice of meetings

Prescient Limited                                         Stellar Capital Partners Limited
Incorporated in the Republic of South Africa              Incorporated in the Republic of South Africa
Registration number: 1936/008278/06                       Registration number 1998/015580/06
Share Code: PCT           ISIN: ZAE000163531              Share code: SCP          ISIN: ZAE000198586
("Prescient" or the “Company”)                            (“Stellar Capital”)

POSTING OF CIRCULAR TO PRESCIENT SHAREHOLDERS AND NOTICE OF MEETINGS

1.   Introduction

Shareholders are referred to the joint announcement released on the Stock Exchange News Service on
19 July 2016 (and using the terms defined therein unless otherwise stated) in which they were advised
that Prescient and Stellar Capital had entered into an implementation agreement and a subscription
agreement in terms of which Stellar Capital will make a strategic equity investment in Prescient Holdings
Proprietary Limited (“PFH”), the holding company for Prescient’s financial services interests, and
Prescient will declare a cash distribution (“Prescient Distribution”), and enter into a scheme of
arrangement (“Scheme”), with Prescient shareholders (collectively “the Proposed Transaction”).

In terms of the Scheme:

     -  The Prescient Shareholders will have the option to elect that their Prescient Distribution be
        applied for them to either receive cash, acquire PFH “B” Shares from Stellar Capital and/or
        subscribe for newly issued Stellar Capital Shares (defined as the Application of the Prescient
        Distribution). Scheme Participants who make no election shall be deemed to have elected to
        apply their Prescient Distribution to subscribe for Stellar Capital shares.

     -  The Prescient Shareholders will also have the option to elect that the Prescient directors resolve
        that their Prescient Distribution be distributed as a dividend declared from sources other than
        CTC or a pro rata return of CTC. Scheme Participants who make no election shall be deemed to
        have elected that the Prescient directors resolve that their Prescient Distribution be distributed as
        a pro rata return of CTC.

Subsequent to the completion of the Proposed Transaction, Prescient will change its name to PBT Group
Limited (“Name Change”).

2.   Extension of time to post the Circular

Further to the joint announcement, extensions were granted by the Takeover Regulation Panel (“TRP”)
and the JSE. Prescient Shareholders are advised that the circular, containing full details of the Proposed
Transaction and the Name Change, has been posted today, 30 September 2016 (“Circular”) within the
extended time granted by the TRP and the JSE.

The Circular can also be accessed on the website of Prescient, www.prescient.co.za, as well as on that of
Stellar Capital, www.stellarcapitalpartners.co.za.

3.   Notice of General Meeting and Scheme Meeting

Notice is hereby given that a General Meeting of the Prescient Shareholders will be held at 10:00 on
Friday, 28 October 2016, at Prescient House, Westlake Business Park, Otto Close, Westlake, 7945, to
consider and, if deemed fit, to pass, with or without modification, the resolutions set out in the notice
convening the General Meeting.

Immediately after the conclusion of the General Meeting noted above (expected to be at 11:00), a
Scheme Meeting of the Prescient Shareholders will be held at Prescient House, Westlake Business Park,
Otto Close, Westlake, 7945, to consider and, if deemed fit, to pass, with or without modification, the
resolutions set out in the notice convening the Scheme Meeting.
4.   Exchange Control Regulations

A summary of the applications of the potential Exchange Control Regulations are included in the Circular.
Non-resident South African shareholders are advised to consult their authorised dealers in foreign
exchange in South Africa to determine their individual implications prior to making their elections.

5.   Salient dates of the Proposed Transaction and the Name Change

The salient dates pertaining to the Proposed Transaction and Name Change, also contained in the
Circular, are set out in the table below.

 Action                                                              Date
                                                                     2016
 Record date for Shareholders to be recorded in the Register in      Friday, 23 September
 order to be entitled to receive the Circular (Record Date)
 Posting of the Circular to Shareholders and notices convening       Friday, 30 September
 Meetings released on SENS
 Notices convening the Meetings published in the South African       Monday, 3 October
 press
 Last day to trade in Shares in order to be recorded in the          Tuesday, 18 October
 Register on the Voting Record Date (Voting Last Day to Trade)
 Voting Record Date for Shareholders to be recorded in the           Friday, 21 October
 Register in order to be eligible to vote at the Scheme Meeting
 Forms of proxy and election to be received by the Transfer          Wednesday, 26 October
 Secretaries by 10:00 on
 Last date and time for Shareholders to give notice to Prescient     Friday, 28 October
 objecting to the Scheme Meeting in terms of section 164 of the
 Companies Act by 11:00 on
 Meetings:                                                           Friday, 28 October
      - General meeting to be held at 10:00
      - Scheme meeting to be held at 11:00
 Results of Meetings released on SENS                                Friday, 28 October
 Results of Meetings published in the South African press            Monday, 31 October
 If the Scheme is approved by Prescient Shareholders at the
 Scheme Meeting
 Last day for Shareholders who voted against the Scheme to           Friday, 4 November
 require Prescient to seek court approval for the Scheme in terms
 of section 115(3)(a) of the Companies Act, if at least 15% of the
 total votes of Shareholders at the Scheme Meeting were
 exercised against the Scheme
 Last day for Prescient to send notice of adoption of special        Friday, 11 November
 resolution to Dissenting Shareholders, in accordance with section
 164(4) of the Companies Act
 Last day for a Shareholder who voted against the Scheme to          Friday, 11 November
 apply to court for leave to apply to court for a review of the
 Scheme in terms of section 115(3)(b) of the Companies Act

The following dates assume that no court approval or review of the Scheme is required and will be
confirmed in the finalisation announcement when the Scheme becomes unconditional:

 Action                                                              Date
                                                                     2017

 Expected Fulfilment Date of the Proposed Transaction                Monday, 23 January
 Finalisation announcement expected to be released on SENS by        Tuesday, 24 January
 no later than 11:00 on, which announcement will include:
      - the expected timing for the settlement of the Stellar
        Capital Consideration Shares, PFH Consideration Shares
        or the Prescient Distribution or a combination based on
        the elections made by the Scheme Participants as per
        the Scheme Notice;
      - the expected timing of the settlement of the cash from the
        fractional entitlements due to rounding down the Stellar
        Capital Consideration Shares and the PFH Consideration
        Shares, and
      - confirmation that the name change has been approved
 Finalisation announcement (as contemplated above) published in      Wednesday, 25 January
 the South African press on or about
 Expected last day to trade in Shares in order to be recorded in     Tuesday, 31 January
 the Register on the Scheme Record Date (Scheme Last Day to
 Trade)
 Expected Scheme Record Date on which Shareholders must be           Friday, 3 February
 recorded in the Register to receive the Stellar Capital
 Consideration Shares, PFH Consideration Shares and/or the
 Prescient Distribution or a combination based on the elections or
 deemed elections made by the Scheme Participants as per the
 Scheme Notice.
 Prescient Shareholders are required to make their elections by
 12:00 on Scheme Record Date
 Expected Operative Date of the Scheme                               Monday, 6 February
 Dematerialised Scheme Participants expected to have their           Monday, 6 February
 accounts with their CSDP or broker credited with the Prescient
 Distribution
 Certificated Scheme Participants expected to have their bank        Monday, 6 February
 accounts credited with the Prescient Distribution
 Dematerialised Scheme Participants expected to have their           Tuesday, 7 February
 accounts with their CSDP or broker credited with either the Stellar
 Capital Consideration Shares, PFH Consideration Shares or a
 combination and debited by the Prescient Distribution required to
 settle the Stellar Capital Consideration Shares, PFH
 Consideration Shares or a combination thereof based on the
 elections made by the Scheme Participants as per the Scheme
 Notice on or about
 Certificated Scheme Participants expected to have the Stellar       Tuesday, 7 February
 Capital Consideration Share or PFH Consideration Share
 certificates posted to them by registered post based on the
 elections made by the Scheme Participants as per the Scheme
 Notice on or about
 Dematerialised Scheme Participants expected to have their           Tuesday, 7 February
 accounts with their CSDP or broker credited with the cash from
 the fractional entitlements
 Certificated Scheme Participants expected to have either their      Tuesday, 7 February
 bank accounts credited with the cash from the fractional
 entitlements

The Name Change salient dates and times

 Action                                                                Date
                                                                       2017

 Last day to trade under the old name “Prescient Limited” (Name      Tuesday, 14 February
 Change Last Day to Trade)
 Trade under the new name “PBT Group Limited” under the new          Wednesday, 15 February
 JSE share code “PBG”, abbreviated name “PBT GROUP” and
 new ISIN ZAE000227781 from commencement of trading on
 Record date in respect of the name change                           Friday, 17 February
 New share certificates reflecting the change of name posted by      Monday, 20 February
 registered post to certificated shareholders who have
 surrendered their documents of title on or before 12:00 on the
 record date or within five days of surrender thereof if received
 after 12:00 on the record date, on or about
 Dematerialised shareholders’ accounts updated with PBT Group        Monday, 20 February
 Limited by their CSDP/broker

Notes

   1.    All times indicated in this Circular are local times in South Africa.
   2.    All dates and times in respect of the items included in this Circular are subject to change, with
         the approvals of the JSE and TRP. The dates have been determined based on certain
         assumptions regarding the dates by which certain regulatory approvals will be obtained, which
         include, but are not limited to, that of the JSE and TRP, and that no court approval or review of
         the Scheme will be required. Any change will be released on SENS.
    3.   Shareholders are referred to Section C paragraph 2.1.8 of the Circular (which contains a
         summary of Dissenting Shareholders’ appraisal rights in respect of the Scheme) regarding timing
         considerations relating to the Appraisal Rights afforded to Shareholders.
    4.   Shareholders should note that as transactions in Prescient Shares are settled in the electronic
         settlement system used by Strate, settlement of trades takes place three Business Days after
         such trade. Therefore persons who acquire Prescient Shares after the Voting Last Day to Trade
         (i.e. Tuesday, 18 October 2016 will not be eligible to vote at the Meetings, but will, provided the
         Scheme is approved and they acquire the Shares on or prior to the Scheme Last Day to Trade
         (expected to be Tuesday, 31 January 2017) participate in the items included in this Circular.
    5.   If the Meetings are adjourned or postponed, the forms of proxy and election submitted for the
         initial Meetings will remain valid in respect of any adjournment or postponement of the Meetings.
    6.   If the Scheme becomes operative, Share certificates may not be dematerialised or
         rematerialised after the Scheme Last Day to Trade i.e. between 1 February 2017 and 3 February
         2017 both days inclusive.
    7.   If the Name Change becomes operative, Share certificates may not be dematerialised or
         rematerialised after the Name Change Last Day to Trade.

Cape Town
30 September 2016

Sponsor to Prescient:                                Merchant bank and sponsor to Stellar Capital:
Bridge Capital Advisors Proprietary Limited          RAND MERCHANT BANK (A division of
                                                     FirstRand Bank Limited)
Date: 30/09/2016 11:00:00 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.