Wrap Text
Distribution of Circular and Notice of General Meeting
PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1970/008484/06
JSE Limited share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
(“PSG Group”)
PSG FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1919/000478/06
JSE Limited share code: PGFP
ISIN code: ZAE000096079
LEI code: 378900E99AFDC02B0F23
(“PSG Financial Services” or “the
Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Shareholders of PSG Financial Services (“PSL Shareholders”) are referred to the terms
announcement released by the Company and PSG Group on SENS on 20 April 2021 in terms
of which PSL Shareholders were advised that its board of directors had resolved to propose
a repurchase of all the Company’s non-redeemable, cumulative, non-participating, variable
rate preference shares of no par value (“PSL Preference Shares”) in issue and being listed
on the exchange operated by the JSE Limited (“JSE”) from holders of the PSL Preference
Shares (“PSL Preference Shareholders”), by way of a scheme of arrangement in terms of
section 114(1) of the Companies Act, No. 71 of 2008 (“Companies Act”) (“Scheme”).
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular (“Circular”) detailing the terms and conditions of the Scheme, will be distributed to
PSL Shareholders today, Wednesday, 9 June 2021. The Circular also incorporates a notice
convening a general meeting of PSL Shareholders (“General Meeting”) for the purpose of
considering and, if deemed fit, passing, with or without modification, the resolutions contained
in such notice.
Notice is hereby given that the General Meeting will be held at 14:00 on Thursday, 8 July 2021
to consider and, if deemed fit, to pass, with or without modification, the requisite resolutions
required for the implementation of the Scheme. PSL Shareholders are invited to attend the
General Meeting which will only be accessible through electronic participation, as permitted
by the listings requirements of the JSE, the provisions of the Companies Act and the
Company’s memorandum of incorporation.
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 and transaction advisor, PSG Capital, from today, Wednesday, 9 June 2021 until the
date on which the Scheme is implemented (both days inclusive). A copy of the Circular will
also be available on the Company’s website (http://www.psggroup.co.za/PSL-Preference-
Share-Circular.pdf).
IMPORTANT DATES AND TIMES
PSL Shareholders are referred to the table below setting out important dates and times in
relation to the General Meeting and the Scheme.
2021
Notice record date, being the date on which a shareholder Friday, 28 May
must be registered in the Company’s register in order to be
eligible to receive notice of the General Meeting
Announcement of distribution of Circular and notice convening Wednesday, 9 June
the General Meeting released on SENS on
Circular incorporating the notice of General Meeting, form of Wednesday, 9 June
proxy and form of surrender, distributed to shareholders on
Last day to trade shares in order to be recorded in the register Tuesday, 29 June
to vote at the General Meeting (see note 3 below) on
Scheme voting record date being 17:00 on Friday, 2 July
For administrative purposes only, forms of proxy in respect of Tuesday, 6 July
the General Meeting to be lodged with Computershare
Investor Services Proprietary Limited (“Transfer Secretaries”)
by 14:00 on
Forms of proxy emailed to the Transfer Secretaries (for the Thursday, 8 July
attention of the chairperson of the General Meeting) to be
received via email and provided to the chairperson, at any time
before the proxy exercises any rights of the PSL Shareholder
at the General Meeting on
General Meeting of PSL Shareholders held at 14:00 on Thursday, 8 July
Results of the General Meeting published on SENS on Thursday, 8 July
Results of the General Meeting published in the South African Friday, 9 July
press on
If the Scheme is approved by PSL Shareholders at the
General Meeting
Last date for PSL Shareholders who voted against the Scheme Thursday, 15 July
resolution to require PSG Financial Services to seek court
approval for the Scheme resolution in terms of section
115(3)(a) of the Companies Act (where applicable) on
Last date for PSL Shareholders who voted against the Scheme Thursday, 22 July
resolution to apply to court for leave to apply for a review of the
Scheme resolution in terms of section 115(3)(b) of the
Companies Act on
Last date for PSG Financial Services to send objecting PSL Thursday, 22 July
Shareholders notices of the adoption of the Scheme resolution
in accordance with section 164(4) of the Companies Act on
Action
The following dates assume that all conditions precedent
to the Scheme are fulfilled or, where applicable, waived
and that neither court approval nor the review of the
Scheme resolution (or any other applicable resolution) is
required and will be confirmed in the finalisation
announcement if all conditions precedent to the Scheme
are fulfilled or, where applicable, waived
Scheme finalisation date expected to be on Friday, 30 July
Scheme finalisation date announcement and announcement of Friday, 30 July
final Scheme Consideration to be released on SENS on
Scheme finalisation date announcement expected to be Monday, 2 August
published in the South African press on
Scheme LDT expected to be on Tuesday, 10 August
Trading in PSL Preference Shares on the JSE expected to be Wednesday, 11 August
suspended from commencement of trade on or about
Scheme Consideration record date to be recorded in the Friday, 13 August
register in order to receive the Scheme Consideration
expected to be on
Scheme Implementation Date expected to be on Monday, 16 August
Scheme Consideration payment to dematerialised PSL Monday, 16 August
Preference Shareholders expected to take place on
Scheme Consideration payment to certificated PSL Monday, 16 August
Preference Shareholders expected to take place within 5
business days of (assuming surrender of documents of title
and duly completed forms of surrender) expected to be on
Termination of listing of PSL Preference Shares on the JSE Tuesday, 17 August
expected to be at commencement of trade on or about
Notes:
1. The above dates and times are subject to such changes as may be agreed to by PSG
Financial Services and approved by the JSE, if required. If the Scheme finalisation date
is not on Friday, 30 July 2021 (or if the Scheme finalisation date falls on a day before
Friday, 30 July 2021), an updated timetable will be released on SENS.
2. Completed Forms of Proxy and the authority (if any) under which they are signed must
be (i) lodged with, posted or emailed to the Transfer Secretaries at Rosebank Towers,
15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold,
2132), or proxy@computershare.co.za, to be received by them, for administrative
purposes only, no later than 14:00 on Tuesday, 6 July 2021 or (ii) thereafter emailed to
the Transfer Secretaries at the aforementioned email address (for the attention of the
chairperson of the General Meeting) at any time before the relevant proxy exercises any
rights of the shareholder of PSG Financial Services at such General Meeting.
3. PSL Preference Shareholders should note that, as trade in PSL Preference Shares on
the JSE is settled in the electronic settlement system used by Strate, settlement of trades
takes place three Business Days after the date of such trades. Therefore, PSL
Preference Shareholders who acquire PSL Preference Shares on the JSE after the last
day to trade in order to be eligible to vote at the General Meeting, expected to be on
Tuesday, 29 June 2021, being the last day to trade in PSL Preference Shares so as to
be recorded in the register on the Scheme voting record date, being 17:00 on
2 July 2021, will not be entitled to vote at the General Meeting.
4. PSL Shareholders who wish to exercise their Appraisal Rights are referred to Annexure
2 to the Circular for purposes of determining the relevant timing for the exercise of their
Appraisal Rights.
5. The exercise of Appraisal Rights may result in changes to the above salient dates and
times and PSL Shareholders will be notified separately of the applicable dates and times
resulting from any such changes.
6. PSL Shareholders who wish to exercise their right in terms of section 115(3) of the
Companies Act, to require the approval of a court for the Scheme should refer to
Annexure 2 to the Circular which includes an extract of section 115 of the Companies
Act. Should PSL Shareholders exercise their rights in terms of section 115(3) of the
Companies Act, the dates and times set out above may change, in which case an
updated timetable will be released on SENS.
7. Dematerialised PSL Preference Shareholders, other than those with own-name
registration, must provide their CSDP or broker with their instructions for voting at the
General Meeting by the cut-off time and date stipulated by their CSDP or broker in terms
of the respective custody agreements between them and their CSDP or broker.
8. No dematerialisation or rematerialisation of PSL Preference Shares may take place from
the commencement of business on the business day following the Scheme LDT. The
Scheme LDT is expected to be on Tuesday, 10 August 2021.
9. If the General Meeting is adjourned or postponed, the above dates and times will
change, but the forms of proxy submitted for the initial General Meeting will remain valid
in respect of any adjournment or postponement of the General Meeting.
10. Although the salient dates and times are stated to be subject to change, such statement
shall not be regarded as consent or dispensation for any change to time periods which
may be required in terms of the Companies Act and the JSE Listings Requirements,
where applicable, and any such consents or dispensations must be specifically applied
for and granted.
11. All times referred to above are references to South African Standard Time.
Stellenbosch
9 June 2021
Sponsor and Transaction Advisor
PSG Capital
Independent Joint Sponsor
UBS South Africa
Legal Advisor
Cliffe Dekker Hofmeyr
Date: 09-06-2021 04:15:00
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.
Sharenet Sites 
