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Posting of Circular and Notice of General Meeting
PBT Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
JSE Share code: PBG
ISIN: ZAE000227781
("PBT Group" or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING IN RESPECT OF THE SPECIFIC
REPURCHASE INVOLVING RELATED PARTIES (“THE TRANSACTIONS”) AND THE SHARE
CONSOLIDATION
1. INTRODUCTION
Shareholders are referred to the announcements released by the Company on SENS on 19
September 2017, 18 October 2017, 14 November 2017, 20 December 2017 and 12 March 2018.
Shareholders are also referred to the definitions contained therein and are hereby provided with an
update thereto.
2. POSTING OF CIRCULAR
PBT Group shareholders are hereby advised that a circular containing, inter alia, details of the
Transactions and the Share Consolidation, and incorporating a notice of general meeting of
shareholders (“the Circular”) will be posted to PBT Group shareholders today, 23 March 2018 and will
be available on the Company’s website at www.pbtgroup.co.za.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of PBT Group shareholders will be held at PBT House,
2 Mews Close, Waterford Mews, Century City, 7441 at 12:00 on Wednesday, 27 June 2018
(“General Meeting”), or at any adjournment thereof, if required for the purpose of considering and, if
deemed fit, passing with or without modification, the resolutions set out in the notice of general
meeting included in the Circular.
4. SALIENT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the
Transactions.
2018
Record date in order to be eligible to receive the Circular Friday, 16 March
Posting of Circular and notice of General Meeting announcement Friday, 23 March
published on SENS on
Notice of General Meeting to be published in the South African Monday, 26 March
press on
Last day to trade in PBT Shares in order to be able to participate Tuesday,19 June
in and vote at the General Meeting on
Record date in order to be eligible to vote at the General Meeting Friday, 22 June
Last day to lodge forms of proxy in respect of the General
Meeting by 12:00 with the transfer secretaries on Monday, 25 June
Last day and time for Shareholders to give notice in terms of
section 164 of the Companies Act to PBT objecting the Special
Resolution approving the Transaction by 12:00 Wednesday, 27 June
General Meeting to be held at 12:00 on Wednesday, 27 June
Results of General Meeting released on SENS on Wednesday, 27 June
Submit special resolution to CIPC for registration Wednesday, 27 June
Results of General Meeting to be published in the South African Thursday, 28 June
Press
If the scheme is approved by the PBT Shareholders:
Last date on which Shareholders who voted against Special
Resolution may require the Company to seek court approval in
terms of section 115(3)(a) but only if Special Resolution was Wednesday, 4 July
opposed by at least 15% of the voting rights exercised thereon.
Last date on which Shareholders who voted against Special
Resolution can make application to the court in terms of section Wednesday, 11 July
115(3)(b) of the Companies Act.
Last date for PBT to send objecting Shareholders notices of the
adoption of the Special Resolution approving the Transactions, in
terms of section 164 of the Companies Act Wednesday, 11 July
Receive confirmation by the CIPC of registration of the special Thursday, 12 July
resolution on or about
If Shareholders do not exercise their rights in terms of section
115(3)(a) and 115(3)(b) of the Companies Act:
Release of finalisation announcement in respect of the Share
Consolidation on SENS Thursday, 12 July
Last day to trade in pre-consolidated shares Tuesday, 24 July
Trading in the consolidated share under the new ISIN Wednesday, 25 July
ZAE000256319 commences on
Announcement of the fraction rate to be released on SENS by Thursday, 26 July
11:00
Record date for the Share Consolidation Friday, 27 July
Posting of share certificates in respect of certificated
shareholders following the Share Consolidation and update of
dematerialised shareholders’ accounts with their CSDP and
brokers Monday, 30 July
Expected date of issue of new replacement share certificates to
certificated shareholders, provided that the old share certificates
have been lodged by 12:00 on Friday, 27 July 2018 (share
certificates received after this time will be posted within five Monday, 30 July
business days of receipt)
Expected termination of the listing of Shares at commencement Tuesday, 31 July
of trade on the JSE
Notes:
1. All dates and times shown in this Circular are local times in South Africa. The above dates and
times are subject to change. Any changes will be released on SENS.
2. A form of proxy (green) not lodged with the transfer secretary may be handed to the Chairman
at the General Meeting before 12:00 on Monday, 25 June 2018.
3. The dates and times relating to the Share Consolidation may change as they are subject to the
filing and registration of the special resolution approving the Share Consolidation with the CIPC
and the provision of the copies of such registration with the JSE. Any changes will be released
on SENS.
4. All dates and times shown is the Circular are subject to change. Due to the general meeting
being held after the closed period, a supplementary circular may be required in terms of
paragraph 11.56 of the JSE listings requirements. As explained in paragraph 1 in the circular.
5. Share certificates may not be rematerialised or dematerialised between 25 June 2018 and 27
June 2018, both days included.
5. COPIES OF THE CIRCULAR
Copies of the Circular will be available for inspection by shareholders during normal business hours
at the registered office of the Company (PBT House, 2 Mews Close, Waterford Mews, Century City,
7441) and at the offices of the Company’s sponsor Bridge Capital Advisors Proprietary Limited (50
Smits Road, Dunkeld, Johannesburg, 2196) from today, 23 March 2018 until Wednesday, 27 June
2018, both days inclusive.
23 March 2018
Cape Town
Sponsor: Bridge Capital Advisors Proprietary Limited
Independent Reporting Accountants: BDO Incorporated
Date: 23/03/2018 08:20:00 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.
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