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Category 1 Disposal: Distribution of Circular and Notice of General Meeting
CSG HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2006/011359/06)
Share code: CSG
ISIN: ZAE000184438
(“CSG” or “the Company”)
CATEGORY 1 DISPOSAL: DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL
MEETING
1. INTRODUCTION
1.1. Shareholders are referred to the Company’s cautionary announcement released on
SENS on 22 June 2020, the announcement released on SENS on 26 June 2020
(“Disposal Announcement”) and the withdrawal of cautionary announcement
released on SENS on 11 August 2020 in terms of which the Company advised
shareholders that on 25 June 2020, the Company, through its wholly-owned
subsidiary, 7 Arrows Security Proprietary Limited with registration number:
2015/208415/07 (“7 Arrows”), entered into an agreement with Fidelity ADT
Monitoring Proprietary Limited, with registration number: 1996/017820/07
(“Purchaser”), in terms of which the Company will sell:
1.1.1. a certain specified part of the armed response and monitoring business of 7
Arrows, which encompasses the provision of armed response and monitoring
services to clients of 7 Arrows; and
1.1.2. a certain specified part of the residential guarding business of 7 Arrows, which
encompasses the provisions of residential guarding services to clients of 7
Arrows,
to the Purchaser, for a disposal consideration of R65,850,000 (sixty-five million eighty
hundred and fifty thousand Rand) (“Disposal”).
1.2. Capitalised terms used below and that are not otherwise defined, bear the meanings
ascribed to them in the Disposal Announcement.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
2.1. A circular (“Circular”), detailing the Disposal, will be distributed to shareholders
today, Thursday, 20 August 2020. The Circular also incorporates a notice convening
a general meeting of shareholders (“General Meeting”) for the purpose of
considering, and, if deemed fit, passing, with or without modification, the resolutions
contained in such notice.
2.2. Notice is hereby given that the General Meeting will be held at 10h00 on Thursday,
17 September 2020 at CSG’s offices, Equity Park, Block A, 257 Brooklyn Road,
Brooklyn, Pretoria, to consider and, if deemed fit, to pass, with or without modification,
the requisite resolutions required for the Disposal.
2.3. The Circular is available in English only. Copies may be obtained during normal
business hours from the registered office of the Company and from the offices of the
Company’s sponsor, PSG Capital, from Thursday, 20 August 2020 until Thursday,
17 September 2020, (both days inclusive). A copy of the Circular will also be available
on the Company’s website (https://www.csgholdings.co.za).
3. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation
to the General Meeting and the Disposal.
2020
Record date in order to be eligible to receive this Circular, Friday, 14 August
including the notice of General Meeting
Circular distributed to shareholders on Thursday, 20 August
Announcement providing details of the Disposal, giving Thursday, 20 August
salient dates, advising of the distribution of this Circular and
giving the date and place of the General Meeting released
on SENS on
Above announcement published in the press on Friday, 21 August
Last day to trade in shares in order to be eligible to attend, Tuesday, 8 September
participate in and vote at the General Meeting
General Meeting record date in order to be eligible to attend, Friday, 11 September
participate in and vote at the General Meeting
For administrative purposes, last day for receipt of forms of Tuesday, 15 September
proxy in respect of the General Meeting by 10h00 on
Forms of proxy not lodged with the transfer secretaries to be Thursday, 17 September
handed to the chairperson of the General Meeting, at any
time before the proxy exercises any rights of the
shareholders at the General Meeting
General Meeting of shareholders to be held at 10h00 on Thursday, 17 September
Results of General Meeting released on SENS on Thursday, 17 September
Results of General Meeting published in the press on Friday, 18 September
Disposal expected to be implemented on or about Wednesday, 30 September
Notes:
1. All of the above dates and times are subject to change. Any changes made will be
notified to shareholders on SENS.
2. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
General Meeting will remain valid in respect of any such adjournment or postponement.
3. Shareholders should note that, as transactions in shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three business days
after such trade. Therefore, persons who acquire shares after the last day to trade in
order to be eligible to vote at the General Meeting, namely, Tuesday, 8 September 2020,
will not be able to vote thereat.
Pretoria
20 August 2020
Sponsor
PSG Capital Proprietary Limited
Date: 20-08-2020 02:49:00
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