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PEMBURY LIFESTYLE GROUP LIMITED - Signature of a Share Sale and Subscription Agreement with Black Management Forum Investment Company Limited

Release Date: 02/06/2017 16:10
Code(s): PEM     PDF:  
Wrap Text
Signature of a Share Sale and Subscription Agreement  with Black Management Forum Investment Company Limited

PEMBURY LIFESTYLE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/205899/06)
(“PL Group” or “the Company”)
ISIN Code: ZAE000222949      JSE Code: PEM


SIGNATURE OF A SHARE SALE AND SUBSCRIPTION AGREEMENT WITH BLACK MANAGEMENT FORUM
INVESTMENT COMPANY LIMITED (“BMFI”)


Shareholders are advised that a binding share sale and subscription agreement has been signed
between PL Group and BMFI, subject to certain conditions precedent. BMFI is not a related party to
PL Group.

In terms of the agreement, BMFI will acquire between 56 000 000 and 57 000 000 shares by way of
acquisition of 37 000 000 existing shares from property vendors and the subscription for a minimum of
19 000 000 PL Group shares, up to a maximum of 20 000 000 PL Group shares at a subscription price of
R0.90 per share, totalling a minimum purchase consideration of R17 100 000 and a maximum purchase
consideration of R18 000 000 (“Subscription Shares").

The Subscription Shares will be issued under the general authority to issue shares for cash. The subscription
price of R0.90 per share is at a small premium to the 30-day volume weighted average price at 1 June
2017. The resulting inflow of cash will be used to strengthen the Company’s cash flow position, providing it
with more funds for property acquisitions and planned capital expenditure activities.

Ultimately, the transaction will result in BMFI holding approximately 15% of PL Group’s shares in issue.

The above transaction remains subject to the fulfilment of certain suspensive conditions, including,
among others, the completion of a comprehensive due diligence by BMFI on the Company and board
and regulatory approvals, where necessary. A further announcement will be made once the conditions
precedent have been met.

BMFI will be entitled to nominate one director to PL Group’s board and will retain such nominee for as
long as it holds an equity interest in the Company.

BY ORDER OF THE BOARD
Johannesburg
2 June 2017

Designated Advisor
Arbor Capital Sponsors

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