PSV HOLDINGS LIMITED - Specific Issue of Shares for Cash to Regis and Renewal of Cautionary Announcement

Specific Issue of Shares for Cash to Regis and Renewal of Cautionary Announcement

PSV Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/004365/06)
Share code: PSV ISIN: ZAE000078705
("PSV" or “the Company”)


SPECIFIC ISSUE OF SHARES FOR CASH TO REGIS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT

1. INTRODUCTION

   Shareholders are advised that PSV has entered into a subscription agreement with Regis Holdings
   Limited (“Regis”) on 14 June 2018 in terms of which Regis will subscribe for, and the Company will
   issue, 143 103 148 PSV ordinary shares (“Subscription Shares”), at a subscription price of R0.18 per
   share (“Subscription Price”) for an aggregate amount of R25 758 566.64 (“the Specific Issue”).
   Following the Specific Issue, Regis will hold 34.99% of the issued ordinary share capital of PSV.

   Further to the Specific Issue, discussions between PSV and Regis will be on-going in order to further
   entrench the relationship between the two parties and to exploit all available synergies between PSV and
   Regis.

2. RATIONALE

   As a South African company, PSV is committed to playing a leading role in achieving the National
   Development Plan which is highly reliant on the transformation of the South African economy through
   industrialisation and manufacturing. Coupled with this, PSV intends to provide meaningful opportunities
   to previously disadvantaged persons through training and empowerment.

   In order to achieve this, PSV’s relationship with Regis will allow the Company to restructure its balance
   sheet and put the business on a solid footing to achieve the above-mentioned commitments and to
   provide sustainable growth for the Company.

   Both the complementary nature of the businesses which PSV and Regis operate, and the adjacency of
   products and services they offer will provide further growth in current markets, while at the same time
   providing greater opportunities to expand via a broader client base into Africa.

3. INTENDED USE OF FUNDS

   The Company will use the proceeds of the Specific Issue to restructure the balance sheet in order to
   reduce the level of debt in the Company and to fund the working capital and growth aspirations of the
   underlying business.

4. DETAILS OF REGIS

   Regis is a Mauritian headquartered investment holding company. Its subsidiary companies provide
   logistics, equipment, procurement and specialised services to a wide range of customers, including
   national and international oil, oilfield services, drilling and mining companies as well as product
   and equipment manufacturers and other heavy industry-related contractors.

   Regis invests alongside highly motivated management teams that want to own and run their businesses.
   The existing investment portfolio includes property, financial services and mineral resources.

   Regis operates globally with a particular emphasis on Africa.

   Regis does not hold any shares in PSV and is not considered a related party in terms of the JSE Listings
   Requirements.

5. SUSPENSIVE CONDITIONS AND EFFECTIVE DATE

   The Specific Issue is subject to the fulfilment or waiver on or before 15 August 2018 of the following
   suspensive conditions:

   -   that shareholders pass the necessary special and ordinary resolutions required in order to implement
       the Specific Issue;
   -   the JSE agrees in writing to grant a listing of the Subscription Shares;
   -   PSV must enter into a binding agreement with a Black Person (as defined in the Broad-Based Black
       Economic Empowerment Act) to subscribe for a 25.1% shareholding in the Company; and
   -   the Company restructures its current debt and negotiates new terms with the financial lenders.

   The effective date of the Specific Issue shall be the business day following the fulfilment or the waiver of
   the above suspensive conditions.

6. IRREVOCABLE UNDERTAKINGS

   To date, irrevocable undertakings to vote in favour of the Specific Issue have been received from certain
   PSV shareholders holding in aggregate 201 194 017 PSV shares, representing approximately 76% of
   the voting rights at the general meeting. A circular incorporating the notice of the general meeting will be
   sent to shareholders in due course.

7. RENEWAL OF CAUTIONARY

   Further to the cautionary announcement dated 6 July 2017, and the subsequent renewal of cautionary
   announcements, the last of which was dated 9 May 2018, shareholders are advised that despite
   announcement of the terms of the Specific Issue, negotiations for a potential Broad-Based Black
   Economic Empowerment investment are still in progress which, if successfully concluded, may have a
   material effect on the price of the Company’s securities.

   Accordingly, shareholders are advised to continue exercising caution when dealing in PSV’s securities,
   until a further announcement is made.



Johannesburg
14 June 2018

Corporate and Designated Adviser
Merchantec Capital

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