PSG GROUP LIMITED - Results Of The Annual General Meeting Of PSG Group

Release Date: 22/06/2018 17:00
Code(s): PSG PGFP
 
Wrap Text
Results Of The Annual General Meeting Of PSG Group

PSG GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
JSE Limited (“JSE”) share code: PSG
ISIN code: ZAE000013017
(“PSG Group” or “the Company”)

PSG FINANCIAL SERVICES LIMITED
Incorporated in the Republic of South Africa
Registration number: 1919/000478/06
JSE share code: PGFP
ISIN code: ZAE000096079

RESULTS OF THE ANNUAL GENERAL MEETING (“AGM”) OF PSG GROUP

1.   RESULTS OF THE AGM

     Shareholders are hereby advised that at the AGM of the Company held at 11:00 today,
     22 June 2018 at Spier Wine Estate, Baden Powell Drive, Stellenbosch, all of the
     resolutions were passed by the requisite majority of the Company’s shareholders.

     Details of the results of the voting at the AGM are as follows:

                                           Votes
                         Votes for        against
                        resolution     resolution                                   Number of
                               as a           as a                  Number of          shares
                       percentage     percentage                        shares      abstained
                           of total       of total                  voted as a           as a
                        number of      number of      Number of    percentage     percentage
                           shares         shares         shares    of the votes   of the votes
 Resolutions                voted          voted          voted    exercisable    exercisable
 
 Ordinary resolution
 number 1:
 To re-elect Ms B
 Mathews as
 director                 100.00%               -    153 189 733       70.42%          0.24%
 
 Ordinary resolution
 number 2:
 To re-elect Mr JJ
 Mouton as director        83.28%         16.72%     153 262 492       70.45%          0.21%
 
 Ordinary resolution
 number 3:
 To re-elect Mr CA
 Otto as director          70.33%         29.67%     153 268 902       70.46%          0.21%
 
 Ordinary resolution
 number 4:
 To re-appoint Mr
 PE Burton as a
 member of the
 audit and risk
 committee                 85.85%         14.15%     153 189 733       70.42%          0.24%
 
 Ordinary resolution
 number 5:
 To re-appoint Ms B
 Mathews as a
 member of the
 audit and risk
 committee                100.00%               -    153 189 733       70.42%          0.24%

 Ordinary resolution
 number 6:
 To re-appoint Mr
 CA Otto as a
 member of the
 audit and risk
 committee                71.57%           28.43%     153 268 902      70.46%          0.21%

 Ordinary resolution
 number 7:
 To re-appoint
 PricewaterhouseCo
 opers Inc. as the
 auditor                  84.74%           15.26%     153 640 640      70.63%          0.04%

 Ordinary resolution
 number 8:
 Non-binding
 endorsement of
 PSG Group’s
 remuneration policy      83.11%           16.89%     153 630 195      70.62%          0.04%

 Ordinary resolution
 number 9:
 Non-binding
 endorsement of
 PSG Group’s
 implementation
 report on the
 remuneration policy     68.23%           31.77%      153 630 895      70.62%          0.04%

 Ordinary resolution
 number 10:
 Amendment of the
 PSG Group Ltd
 Supplementary
 Share Incentive
 Trust                   84.19%            15.81%     151 215 979       70.23%          0.22%

 Ordinary resolution
 number 11:
 General authority to
 issue ordinary
 shares for cash         96.00%             4.00%     153 639 840       70.63%          0.04%
 
 Special resolution
 number 1:
 Remuneration of
 non-executive
 directors               99.96%             0.04%     153 265 695       70.45%          0.21%

 Special resolution
 number 2:
 Inter-company
 financial assistance    98.52%             1.48%     153 639 379       70.63%          0.04%

 Special resolution
 number 3:
 Financial
 assistance for
 acquisition of
 shares in a related
 or inter-related
 company                97.07%             2.93%     153 639 699        70.63%          0.04%

 Special resolution
 number 4:
 Share buy-back by
 PSG Group and its
 subsidiaries           96.76%             3.24%     153 433 699        70.53%          0.13%
     
Since ordinary resolution number 9, relating to the non-binding advisory vote on the
implementation report on the remuneration policy, were voted against by 25% or more
of the votes exercised by the Company’s shareholders present in person or represented
by proxy at the AGM, the Company will engage with the dissenting shareholders in due
course.

2.   UPDATED SUM-OF-THE-PARTS (“SOTP”) VALUE PER SHARE

     PSG Group, an investment holding company, continues to use the SOTP value to
     provide management and investors with a realistic and transparent way of valuing PSG
     Group. The calculation of the SOTP value is simple and requires limited subjectivity as
     more than 90% of the value is calculated using JSE-listed share prices, while other
     investments are included at market-related valuations.

     As previously communicated, in order to provide investors with an up to date indicative
     SOTP value, PSG Group’s website (www.psggroup.co.za) contains an online tool
     whereby PSG Group’s SOTP value is calculated based on approximately 15-minute
     delayed JSE-listed share prices for its listed investments, while all other information is
     updated as and when required. PSG Group management consequently would like to
     advise that such other information has been updated and that as at the close of
     business on 13 June 2018, the SOTP value per PSG Group share was R251.71.

     The information provided is for general information purposes only and does not
     constitute an offer to sell any securities or constitute investment advice relating to
     securities or a representation that the security is a suitable or appropriate investment
     for any person or warrants any share price value in any form. Investors are advised to
     give independent consideration to and conduct independent investigation with regards
     to this information and the value of PSG Group shares, and to obtain investment advice
     from their independent financial advisors.

The investor presentation made at the annual general meeting is available on PSG Group’s
website (www.psggroup.co.za).

The information contained in this announcement has not been reviewed or reported on by
the auditor of PSG Group.

Stellenbosch
22 June 2018

Sponsor
PSG Capital

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