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Disposal of Preference Shares in Yonex Investments Pty Ltd to Sanlam Investment Management
PBT Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
JSE Share code: PBG ISIN: ZAE000256319
("PBT Group")
DISPOSAL OF PREFERENCE SHARES IN YONEX INVESTMENTS PROPRIETARY LIMITED TO
SANLAM INVESTMENT MANAGEMENT
INTRODUCTION
PBT Group is excited to announce that its wholly owned subsidiary, PBT Group (South Africa)
Proprietary Limited (“PBT SA”), has disposed of its entire investment in preference shares held in Yonex
Investments Proprietary Limited (“Yonex”) for R53.3m to Sanlam Investment Management Proprietary
Limited (“SIM”) on the terms and conditions detailed in this announcement (“the Disposal”).
PARTICULARS OF THE DISPOSAL
PBT Group provides data and analytics solutions and services that capitalise on data-driven insights,
to make well-timed, intuitive business decisions that consistently position our clients ahead of the curve.
SIM is a leading investment company in South Africa, offering tailored personal and institutional
investment management plans through a range of funds.
Yonex is a Broad-Based Black Economic Empowerment (“B-BBEE”) and PBT Group staff-owned
company. As announced on SENS on 28 July 2021, PBT SA, as part of a series of transactions to
increase its B-BBEE ownership, subscribed for preference shares in Yonex, which enabled Yonex to
acquire 14,600,000 shares in PBT Group Limited ("PBT Shares") at that stage. As at the date of this
announcement, Yonex's indirect shareholding in PBT Group remains at 14,600,000 PBT Shares,
constituting approximately 13,9% of PBT Group's total shares in issue. The shareholders of Yonex are
Pulsent PBT Proprietary Limited, PBT Group's B-BBEE partner, PBT Foundation and employees and
management of PBT Group.
On 9 December 2022 PBT SA entered into an agreement with SIM, in terms of which it sold its
investment in preference shares in Yonex, for a consideration of R53.3million (“Disposal
Consideration”). Prior to the Disposal, Yonex will declare a dividend in respect of all accrued preference
share dividends up to the effective date of the Disposal, totaling R1,4million. The Disposal is accordingly
implemented without the entitlement to participate in the preference share dividends up to the effective
date.
PAYMENT OF THE DISPOSAL CONSIDERATION
The Disposal Consideration is payable by SIM in cash to PBT SA on Wednesday, 14 December 2022.
CONDITIONS PRECEDENT
The Disposal is not subject to any conditions precedent and is accordingly unconditional.
EFFECTIVE DATE
The effective date of the Disposal is Wednesday, 14 December 2022, being the date of payment of the
Disposal Consideration.
RATIONALE FOR THE TRANSACTION
It is PBT Group’s stated strategy to dispose of its non-core assets over time and return the proceeds to
shareholders via cash distributions and share repurchases. PBT Group views the investment in Yonex’s
preference shares as non-core to its operations. From 1 April 2022 to date PBT Group has realised net
proceeds of R20.9 million from the disposal of certain non-core assets. The balance of PBT’s non-core
assets, after implementation of the Disposal, is currently valued at c. R133.1m.
APPLICATION OF THE DISPOSAL CONSIDERATION
PBT Group intends to distribute c. R35.2m (R53.3m – R18.1m*) of the Disposal Consideration by way
of a special distribution of R31.5m to PBT Group shareholders ("Disposal Distribution"), the details of
which will be announced after the effective date of the Disposal and to embark on further general share
repurchases in the future.
* Since 1 April 2022 up to the date of this Disposal, net proceeds of R20.9 million were received by PBT
Group from the disposal of other non-core assets. During this same period, PBT Group returned R39.1
million to shareholders by way of a special distribution of R31.8 million (30c per share) and share
repurchases of R7.3 million. In determining the distributable amount of R35.2 million the excess to net
proceeds received of R18.1 million which was returned to shareholders was subtracted from the R53.3
million Disposal Consideration.
VALUE OF NET ASSETS SUBJECT TO THE DISPOSAL
In terms of International Financial Reporting Standards (“IFRS") the value recognised for the investment
in preference shares, in PBT Group’s Interim Results as at 30 September 2022, was R65.7m. However,
the net asset value as at the same date was R53.3m, as redemptions that had occurred up to that date
were not allowed to be recognised in terms of IFRS. At the effective date of the Disposal the net asset
value is still R53.3m. No capital gain or loss was accordingly realised pursuant to the Disposal.
OTHER SIGNIFICANT TERMS
Given that under the terms of the original preference shares, Yonex had no liability to PBT SA for any
post-redemption tax or other liabilities for which PBT SA, as holder, may become liable, PBT SA agreed
with SIM that it will be liable to SIM (and accordingly retain its potential liability) for certain tax and other
claims for which SIM, as the new holder, may become liable after redemption of the preference shares.
PBT SA further warranted to SIM that it owns the preference shares and is able to give free and
unencumbered ownership of the preference shares to SIM.
Save as aforesaid, no guarantee nor warranty was provided by PBT SA, or any other group company,
to SIM or Yonex.
CATEGORISATION OF THE DISPOSAL
In terms of the Listings Requirements of the JSE Limited (“Listings Requirements”) the Disposal
qualifies as a category 2 transaction and shareholder approval is not required.
Cape Town
12 December 2022
Sponsor
Questco Corporate Advisory Proprietary Limited
Legal Advisor to PBT Group
Solaris Law Proprietary Limited
Date: 12-12-2022 04:49:00
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