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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” or “the Group”)
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the previous renewal of cautionary announcement, dated 3 August 2023,
which was published together with the Quarterly Announcement, in which shareholders were reminded,
inter alia, that the Company had been placed into business rescue. DNG Energy Limited (“DNG”), a
material shareholder in, and related party to, the Company, has made various representations to the
Business Rescue Practitioners (“BRPs”) during 2021 and 2022 regarding the potential recapitalisation of PSV
by DNG, which recapitalisation is key to enabling the audits for the years ended 29 February 2020, 28
February 2021, 2022 and now 2023 to proceed. Various initiatives were interrupted as previously announced
on SENS.
The recapitalisation is dependent on approval by Regis Holdings Limited (“Regis”), the Company’s majority
shareholder, which shares have since been transferred to another Regis group entity known as Drill Stem
Testing International Limited (“DSTI”). On 3 May 2022, an amended proposal was sent to the BRPs and to
DSTI to consider. DSTI reverted on 1 June 2022 with proposed amendments to some of the terms and also
requested proof of funds by 14 June 2022. At the time, DNG Energy Limited (“DNG”) had received credit
approval from a financial institution for various facilities and the relevant legal agreements were near
finalisation. On 6 July 2022, the BRPs filed a notice with the Companies Intellectual Property Commission
(“CIPC”) terminating the business rescue proceedings with the intention to take steps to place the
company into liquidation. DNG requested that the BRPs withdraw the CIPC submission due to the imminent
draw down of facilities as DNG was intent on completing the recapitalisation of PSV, including the
reintroduction and rebuilding of some of the original businesses. The BRPs agreed to a short delay but
subsequently proceeded with the liquidation application. In the interim, DNG secured its facilities and
provided proof thereof to the BRPs. On 27 October 2022, the liquidation application appeared in the
Johannesburg High Court and the application was removed from the roll. DNG had opposed the
application and was ordered to pay the BRPs legal costs occasioned by the removal and deliver its
Affidavit in November 2022, for which an extension was applied.
On 13 January 2023, the Company and interested parties received a notice of setdown which was placed
on the unopposed roll for 1 February 2023 in the Johannesburg High Court. DNG opposed the liquidation
application and delivered an Answering Affidavit. The BRPs did not accept the version proffered in the
Answering Affidavit and advised of the intention to depose a Replying Affidavit. In the interim, the
liquidation application set down for 1 February 2023 was withdrawn from the roll to allow the BRPs to deliver
their Replying Affidavit. The practitioners then delivered their Replying Affidavit. The attorneys for the
practitioners had applied for a final date for the liquidation of the Company. The BRPs are waiting for the
court to allocate a court date. A meeting with the BRPs has again been requested. In the interim, the BRPs
have since filed an application to compel DNG to file heads of argument. DNG has since filed the heads
of argument. The BRP has not yet responded to the request for a meeting, which is being pursued.
The Company will continue to inform shareholders of the progress in this regard.
Johannesburg
15 September 2023
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 15-09-2023 10:00:00
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