PSV HOLDINGS LIMITED - Quarterly Suspension and Advice of Filing of Leave to Appeal Announcement

Quarterly Suspension and Advice of Filing of Leave to Appeal 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")

QUARTERLY SUSPENSION AND ADVICE OF FILING OF LEAVE TO APPEAL ANNOUNCEMENT

QUARTERLY UPDATE
In terms of paragraph 1.11(c) of the JSE Listings Requirements, the Company is required
to provide an update to shareholders regarding the current state of affairs of the
Company until the Suspension is lifted.

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. 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 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 applied to compel DNG to file heads
of argument. DNG has since 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 would proceed on 22 January 2024.

On 22 February 2024, the court granted an order for the conversion of the Business Rescue
process into a liquidation. The court, in granting the order, indicated that what might be
an appropriate process forward was for DNG to liaise with the liquidators and enter into
an arrangement similar to that which was proposed to the Business Rescue Practitioners,
once the same had been appointed.

DNG, after taking legal advice, resolved to proceed with an application to appeal the
order that had been granted, which application was lodged on 14 March 2024.

The proposed recapitalisation of the company will need to comply with the JSE Listings
Requirements and Takeover Regulations, where applicable.

The Company remains under cautionary and will continue to inform shareholders of the
progress in this regard.

Johannesburg
18 March 2024

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 18-03-2024 02:52:00
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