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

Finalisation of 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


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


Shareholders are referred to the respective announcements published on 2 June 2017 and 6 July 2017
regarding the binding share sale and subscription agreement entered into by PL Group and BMFI to
acquire a shareholding in PL Group for R55 million. The Board of Directors is pleased to advise
shareholders that, following the satisfactory completion of the due diligence process, the transaction has
been approved by the board of BMFI. As such, BMFI will acquire 57 000 000 shares by way of:

-     an acquisition of 37 000 000 existing shares from property vendors of PL Group at R1.00 per share
      totalling an acquisition consideration of R37 000 000; and
-     the subscription for 20 000 000 new PL Group shares at a subscription price of R0.90 per share,
      totalling a purchase consideration of R18 000 000.

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 on the
signature date of the agreement, being 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. The funds will be paid on or before 31 July 2017. The transaction
will result in BMFI holding 15.70% of PL Group’s shares in issue.

Andrew McLachlan, Chief Executive Officer of PL Group, stated that “I am delighted to have secured a
long-term strategic partner in BMFI that shares the vision of providing quality, affordable private
education to the market, addressing a very real need for South Africa. The subscription will inject further
funds to expand our campuses.”

Njabulo Mthembu, Managing Director of BMFI, stated “the PL Group investment is a good fit with our
investment focus on education, among other sectors, as well as our long-term orientation. We are long-
term holders with an average investment holding period of 15 years in our current portfolio and are
pleased to support PL Group in fulfilling its growth aspirations.”

BMFI will have representation on the board of PL Group and a further announcement will be made in
due course.

BY ORDER OF THE BOARD
Johannesburg
27 July 2017

Designated Advisor
Arbor Capital Sponsors

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