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Finalisation of retirement business Acquisition
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
FINALISATION OF RETIREMENT BUSINESS ACQUISITION
Shareholders are referred to the terms announcement dated 16 May 2017 regarding the Company’s
intention to acquire the business relating to six Pembury retirement lodges from entities owned by Andrew
McLachlan, a related party to PL Group.
Shareholders are advised that a fairness opinion was compiled by a JSE-approved Independent Expert,
BDO Corporate Finance Proprietary Limited and the terms of the acquisition were found to be fair to PL
Group shareholders. The Company has also complied with paragraph 10.7(b) of the JSE Listings
Requirements as the Independent Expert’s Report was provided to and subsequently approved by the
JSE. The Independent Expert’s Report will lie for inspection at the Company’s registered offices for a
period of 28 days from the date of this announcement.
Furthermore the due diligence, with particular focus on the transferability, terms and renewal conditions
of the leases, has been concluded satisfactorily. The Company will now proceed with the formal
agreements to conclude the acquisition with effect from 1 July 2017.
Shareholders are reminded that the acquisition is of the retirement business, including current lease
agreements with third parties. The total acquisition consideration is R39 500 000. Of this amount,
R7 000 000 will be settled in cash (payable from positive cash flows generated by the group), while the
remaining R32 500 000 will be settled through the issue of 32 500 000 ordinary shares at an issue price of
R1.00 per share.
The acquisition of Pembury Retirement Lodges, established in 1999, will give shareholders the opportunity
to gain access to a combined portfolio of private schooling and retirement assets, servicing two key
components of society, being school children and retirees.
The retirement business is also well established, profitable and generates positive cash flows, thereby
enhancing the profitability and cash flows of PL Group whilst the schools business goes through the J-
Curve. The acquisition will also serve to enhance PL Group’s annuity income as well as provide some
upside from income from the resale of life rights.
By order of the board
Johannesburg
13 July 2017
Designated Advisor
Arbor Capital Sponsors
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