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Related Party Loan Agreements and 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”)
RELATED PARTY LOAN AGREEMENTS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction and Salient Terms
Shareholders are referred to the abridged condensed consolidated results for the year ended
28 February 2019 and notice of Annual General Meeting announcement released on SENS on 28 June
2019 (“Abridged Results Announcement”) in which they were advised, inter alia, that the Group had
entered into a variable rate loan agreement with Regis Holdings Limited (“Regis”), in terms of which
Regis had loaned the Company USD365 000 at the US prime lending rate (“Regis Loan”) and a variable
rate loan agreement with a subsidiary of Regis, Thomson and Van Eck Proprietary Limited (“T&VE”),
for a R9 million facility at the South African prime lending rate plus 12.5% (“T&VE Loan”), together the
“Loans”. The interest rates applicable to the Loans at the time that they were entered into were 22.75%
per annum compounded monthly for the T&VE Loan and 5.5% per annum compounded monthly for the
Regis Loan. The current applicable interest rates are 21.25% per annum compounded monthly for the
T&VE Loan and 3.81% per annum compounded monthly for the Regis Loan. In addition, the T&VE loan
attracts interest of 5% per annum compounded monthly on the unutilised portion of the facility.
2. Rationale for and Additional Information Relating to the Loans
The rationale for the Loans was to assist the Company with its immediate working capital requirements.
The effective date of the Regis Loan was 26 February 2019 and in terms of the agreement, the
Company is obliged to settle the accrued interest and facility fees on a quarterly basis with the first
payment being due no later than 30 July 2019, whilst the principal amount of the loan together with all
unpaid interest is repayable by no later than 36 months after the funds have been transferred to the
Company.
The effective date of the T&VE Loan was 12 June 2019 and in terms of the agreement the Company is
obliged to settle the accrued interest and facility fees on a quarterly basis with the first payment being
due no later than 30 September 2019, whilst the principal amount of the loan together with all unpaid
interest and facility fees is repayable by no later than 24 months after the capital has been made
available to the Company.
3. Small Related Party Transaction
The JSE has ruled that the provisions of section 10 of the JSE Listings Requirements (“Listings
Requirements”) relating to related party transactions are applicable to the T&VE Loan as a
consequence of T&VE being a subsidiary of Regis, a major shareholder of the Company, and the terms
of the loan not being considered to be normal commercial terms.
The T&VE Loan is, however, considered to be a small related party transaction in terms of section 10.7
and 21.12(b) and is accordingly not subject to shareholder approval provided that an independent
professional expert has confirmed that the terms of the loan are fair insofar as shareholders are
concerned. The Board, working in conjunction with the Business Rescue Practitioners, will proceed to
appoint an independent expert acceptable to the JSE to provide a fairness opinion in this regard and a
further announcement will be published on finalisation of the independent expert’s fairness opinion.
Shareholders are advised that the Company is in default of its obligations in respect of the Loans. As a
result, both Regis and T&VE have issued summons for payment for both the interest and the capital
portions of the loans. Shareholders are reminded that the Company is in business rescue and therefore
a temporary moratorium is in place against these actions.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcement released on 19 March 2020 wherein it was advised
that the Board of the Company had resolved to put the Company into business rescue. The Board
together with the Business Rescue Practitioners will continue to keep shareholders abreast of the
business rescue process as and when required in terms of the Companies Act 2008 and the Listings
Requirements. Shareholders are advised to continue to exercise caution when dealing in the
Company’s securities.
By order of the Board
Johannesburg
9 April 2020
Designated Advisor
Arbor Capital Sponsors
Date: 09-04-2020 03:08:00
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