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Financial Position, Proposed Disposal of Turbo Agencies Botswana, Update on Legal Matters & 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”)
FINANCIAL POSITION, PROPOSED DISPOSAL OF TURBO AGENCIES BOTSWANA, UPDATE ON LEGAL MATTERS
AND CAUTIONARY ANNOUNCEMENT
Shareholders are reminded that between the period of August 2019 and November 2019 the Board of
Directors of the Company was reconstituted (“the New Board”). The proposed approval to issue more than
30% new shares in anticipation of a Rights Offer was not approved by shareholders at the general meeting
held on Wednesday, 30 October 2019 therefore the New Board has undertaken a process to find
alternative means of recapitalising, restructuring and normalising the operations of the Company. A further
announcement regarding the financial position will be made in due course.
The New Board is currently considering a turnaround strategy for the business. The turnaround strategy
includes a potential clawback offer whereby DNG Energy Proprietary Limited (“DNG”) will initially subscribe
for shares in the Company, as well as the potential disposal of Turbo Agencies (Pty) Limited in Botswana
(“Turbo Agencies Botswana”).
The proposed claw back offer and terms still have to be determined and investigated by the Board and
may also require shareholder approval. This in turn will need to be canvassed with the larger shareholders in
order to ensure that costs are not incurred unnecessarily. The turnaround strategy will see the creditors and
stakeholders in a better position than liquidating the business or placing it into business rescue. Details of the
clawback offer will be announced at a later date.
To this end, the New Board will be meeting fortnightly to monitor the financial position of the Company and
will be engaging with key stakeholders including lenders and creditors of the Group. The Board expects that
orders for new business will be forthcoming in the second half of 2020.
PROPOSED RELATED PARTY DISPOSAL OF TURBO AGENCIES BOTSWANA (“DISPOSAL”)
Shareholders are advised that the majority of the disinterested members of the New Board conditionally
resolved to sell Turbo Agencies Botswana, a small subsidiary of the Company, due to the Board determining
that this business was not core to the operations of the Group, has a negative net asset value, is making
losses and should be disposed of at the earliest opportunity. Turbo Agencies Botswana was classified as a
discontinued operation by the former board of directors in the Annual Financial Statements for the year
ended 28 February 2018.
As part of the restructuring and subject to the conclusion of legal agreements, DNG has agreed to acquire
100% of Turbo Agencies Botswana for R1.00. The Disposal will be deemed to be a related party transaction
as a consequence of Mr Aldworth Mbalati being a director of both DNG and PSV as well as DNG holding a
25.6% shareholding in PSV. Based on the consideration, the Disposal is a transaction requiring
announcement in terms of section 21.12(a) and (c) of the JSE Listings Requirements and will not require a
fairness opinion or shareholders’ approval.
In addition, DNG will take over the responsibility for the sureties previously signed by PSV in relation to
amounts owed to First National Bank of R5.83 million by Turbo Agencies Botswana, in settlement of any and
all amounts owed by DNG to the Company. This will reduce the overall exposure of the Group.
The Disposal remains subject to the conclusion of legal agreements and approval of First National Bank.
UPDATE ON LEGAL MATTERS
Shareholders are further advised that the Company is currently engaged in various legal matters. The
directors have committed to resolve all litigation matters amicably. Several legal demands have been
lodged against the Company. Management is in the process of settling the amounts or filing the relevant
paperwork to defend the Company against these claims or otherwise engaging with the stakeholders
concerned.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised to exercise caution when dealing in PSV's securities until a further announcement
is made.
By order of the Board
Johannesburg
26 February 2020
Designated Advisor
Arbor Capital Sponsors
Date: 26-02-2020 08:05:00
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