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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
12 December 2023, which was published, 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 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 to take steps to place the company into liquidation. DNG
requested that the BRPs withdraw the CIPC submission due to the imminent drawdown 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. During September 2022, 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 delivered their Replying Affidavit. The attorneys for the
practitioners had applied for a final date for the liquidation of the Company. The BRPs were waiting for the
court to allocate a court date. A meeting with the BRPs was again requested, without a response. In the
interim, the BRPs applied to compel DNG to file heads of argument. DNG filed the heads of argument.
The BRP advised in November 2023 that their legal representatives had applied for the hearing of a
liquidation application and were ready to proceed. In mid-January 2024, the December 2023 advice was
received from the BRP stating that the liquidation application will proceed on 22 January 2024.
DNG has again confirmed that it wishes to proceed with a formal offer, backed by proof of funds and that
the liquidation application will be opposed.
The Company will continue to inform shareholders of the progress in this regard.
Johannesburg
16 January 2024
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 16-01-2024 11:45:00
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