Wrap Text
Prescient/Stellar Capital - Finalisation Announcement
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”)
FINALISATION ANNOUNCEMENT
1. Introduction
Further to the announcement released on SENS on 23 January 2017 (and using the terms defined
therein and the Circular posted to Prescient Shareholders), Prescient Shareholders are advised that all
outstanding conditions precedent to implementation of the Proposed Transaction have now been fulfilled.
Shareholders are further advised that, on completion of the Proposed Transaction, the Name Change will
be implemented.
2. Elections required by shareholders
Prescient has declared the Prescient Distribution of R1 427 821 549 which is a gross distribution of
approximately 85.54 cents per Prescient Share (rounded to the second decimal) based on the current
issued share capital of Prescient of 1 669 250 950 Prescient Shares. The gross distribution per Prescient
Shareholder will be calculated with reference to the gross Prescient Distribution and the issued share
capital and not the rounded per Prescient Share amount noted above.
In terms of the Scheme approved by Prescient Shareholders on 28 October 2016, Prescient
Shareholders are entitled to make the following two elections in accordance with the timetable included in
paragraph 5:
2.1. Election regarding the declaration of the Prescient Distribution
Scheme Participants are entitled to elect that the Prescient directors resolve that their Prescient
Distribution be distributed as:
- a dividend declared from sources other than Prescient CTC; or
- a pro rata return of Prescient CTC.
The Prescient CTC of R1 090 929 048, is insufficient to declare the entire Prescient Distribution from
Prescient CTC. The pro rata return of CTC will be determined as the ratio of the Prescient CTC of
R1 090 929 048 to the Prescient Distribution applied to the gross Prescient Distribution to which each
Scheme Participant is entitled, other than Scheme Participants who have elected that their Prescient
Distribution be declared from sources other than Prescient CTC. The difference will be a dividend
declared from sources other than Prescient CTC. DWT will be withheld if applicable.
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 Prescient CTC and the
remainder as a dividend from sources other than Prescient CTC.
2.2. Election regarding the Application of the Prescient Distribution
Scheme Participants are entitled to instruct Prescient to –
2.2.1. settle and make payment of the Prescient Distribution in cash, net of DWT (if applicable);
2.2.2. apply on behalf of a Prescient Shareholder, who has so elected, the whole or part of the
Prescient Distribution, net of DWT (if applicable), to acquire PFH Consideration Shares from
Stellar Capital at the same valuation as the PFH Subscription of R1 427 821 549 on behalf of
such Prescient Shareholders. The effective shareholding in PFH will be calculated as the
ratio of the Prescient Distribution (net of any applicable taxes) to the PFH Subscription Price;
and/or
2.2.3. apply on behalf of a Prescient Shareholder who has so elected, the whole or part of their
Prescient Distribution, net of DWT (if applicable) to subscribe for newly issued Stellar Capital
Consideration Shares on behalf of such Prescient Shareholders at an issue price equal to
R1.71.
Scheme Participants who make no election shall be deemed to have elected to instruct Prescient to apply
their Prescient Distribution on their behalf, net of DWT (if applicable), to subscribe for Stellar Capital
shares at an issue price equal to R1.71.
If the aggregate number of Stellar Capital Consideration Shares or PFH Consideration Shares deliverable
to a Scheme Participant yields a decimal result, then the number of Stellar Capital Consideration Shares
or PFH Consideration Shares, as the case may be, to be allocated, shall be rounded down to the nearest
whole number and a cash payment for the fractional entitlements.
The calculation of the final entitlement will be calculated on a per Scheme Participant basis based on the
formulas derived from the elections above.
Scheme Participants shall be responsible for the payment of all income tax, capital gains tax, DWT (if
applicable, DWT will be withheld by the Scheme Participant’s CSDP or Broker and paid to the South
African Revenue Services on their behalf), securities transfer tax and any other taxes payable by Scheme
Participants pursuant to the Scheme.
3. 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.
4. Tax implications
The tax implications of the Proposed Transaction on the Prescient Shareholders will depend on the
individual circumstances of each independent Prescient Shareholder. Accordingly, Prescient
Shareholders are advised to obtain independent tax advice in relation to the tax implications of the
Proposed Transaction.
The tax implications of the cash payment for the fractional entitlements will depend on the individual
circumstances of the recipient Prescient Shareholder concerned. Prescient Shareholders receiving the
cash payment for their fractional entitlement are therefore advised to obtain independent tax advice in
relation thereto.
5. Salient dates of the Proposed Transaction and the Name Change
In light of the fact that all the condition precedents to the Proposed Transaction have been met, the
previous dates and times set out in the Circular and the announcement released on SENS on 30
September 2016, are no longer applicable. Accordingly the timetable has been adjusted as per the times
and dates set out below:
Action Date
2017
Finalisation announcement released on SENS Tuesday, 21 February
Finalisation announcement (as contemplated above) published in Wednesday, 22 February
the South African press
Last day to trade in Shares in order to be recorded in the Tuesday, 28 February
Register on the Scheme Record Date (Scheme Last Day to
Trade)
Scheme Record Date on which Prescient Shareholders must be Friday, 3 March
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
Operative Date of the Scheme Monday, 6 March
Dematerialised Scheme Participants to have their accounts with Monday, 6 March
their CSDP or broker credited with the Prescient Distribution
Certificated Scheme Participants to have their bank accounts Monday, 6 March
credited with the Prescient Distribution
Dematerialised Scheme Participants to have their accounts with Tuesday, 7 March
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
Certificated Scheme Participants expected to have the Stellar Tuesday, 7 March
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
Dematerialised Scheme Participants to have their accounts with Tuesday, 7 March
their CSDP or broker credited with the cash from the fractional
entitlements
Certificated Scheme Participants to have either their bank Tuesday, 7 March
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 March
Change Last Day to Trade)
Trade under the new name “PBT Group Limited” under the new Wednesday, 15 March
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 March
New share certificates reflecting the change of name posted by Monday, 20 March
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
Dematerialised shareholders’ accounts updated with PBT Group Monday, 20 March
Limited by their CSDP/broker
Notes
1. All times indicated in this Circular are local times in South Africa.
2. 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 on or prior to the Scheme Last Day
to Trade (Tuesday, 28 February 2017) will participate in the Scheme.
3. Share certificates may not be dematerialised or rematerialised after the Scheme Last Day to
Trade.
4. Share certificates may not be dematerialised or rematerialised after the Name Change Last Day
to Trade.
5. Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of their
election in accordance with the custody agreement entered into between them and their CSDP
or broker in the manner and time stipulated therein. The CSDP or broker must, in turn, make the
election on such Dematerialised Shareholder’s behalf, by no later than the designated date and
time set out above, as to the form of the Scheme Consideration selected. Certificated
Shareholders are required to have completed the forms as included in the Circular in accordance
with their instructions and returned them, together with the relevant Documents of Title, to the
Transfer Secretaries, to be received by no later than the designated time and date set out above.
Cape Town
21 February 2017
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: 21/02/2017 05:07:00 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 
