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PSG GROUP LIMITED - Distribution Of Annual Report, Notice Of Annual General Meeting And Updated Sum-Of-The-Parts Value Per Share

Release Date: 17/06/2020 17:30
Code(s): PSG     PDF:  
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Distribution Of Annual Report, Notice Of Annual General Meeting And Updated Sum-Of-The-Parts Value Per Share

PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1970/008484/06)
JSE Limited share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
(“PSG Group”)

DISTRIBUTION OF ANNUAL REPORT, NOTICE OF ANNUAL GENERAL MEETING AND
UPDATED SUM-OF-THE-PARTS VALUE PER SHARE

1.   DISTRIBUTION OF ANNUAL REPORT

     Shareholders are advised that PSG Group’s annual report for the year ended 29 February 2020
     (“the Annual Report”), containing the audited summary consolidated annual financial
     statements for the year ended 29 February 2020, was dispatched to shareholders today,
     Wednesday, 17 June 2020. The Annual Report, as well as PSG Group’s full set of audited
     annual financial statements for the year ended 29 February 2020, are also available on PSG
     Group’s website at http://psggroup.co.za/investor-relations/reports/.

2.   NOTICE OF ANNUAL GENERAL MEETING

     Notice is hereby given that the annual general meeting of PSG Group ordinary shareholders will
     be held at 11:00 on Friday, 17 July 2020 (“the AGM”) to transact the business set out in the
     notice of the AGM on pages 89 to 98 of the Annual Report.

     The date on which shareholders must be recorded as such in the share register to be eligible to
     vote at the AGM is Friday, 10 July 2020, with the last day to trade being Tuesday, 7 July 2020.

     As a result of the impact of the COVID-19 pandemic and the restrictions placed on public
     gatherings, the AGM will be conducted entirely by electronic participation through the Lumi App
     or website (https://web.lumiagm.com/), as contemplated in section 63(2)(a) of the Companies
     Act, 2008 (Act No. 71 of 2008). The Lumi App can be downloaded from either the Apple App
     Store or Google Play Store by searching for “Lumi AGM”.

     Participation process

     Shareholders who wish to vote on the resolutions to be tabled at the AGM should follow the
     process set out in the notice of the AGM on pages 89 to 90 of the Annual Report.

     Shareholders who do not wish to vote or non-shareholders who wish to attend the AGM as
     guests, may follow the AGM proceedings through either the Lumi App or website
     (https://web.lumiagm.com/) using the meeting ID number: 173-434-487. As part of the
     registration process, such individuals will be requested to provide their name, surname and
     email address.

     The Lumi App and website provide both shareholders and guests with the opportunity to raise
     questions during the AGM by way of the built-in question functionality.

3.   UPDATED SUM-OF-THE-PARTS VALUE PER SHARE

     PSG Group, an investment holding company, continues to use, inter alia, the sum-of-the-parts
     (“SOTP”) value per share as benchmark to measure performance. The calculation of PSG
     Group’s SOTP value per share is simple and requires limited subjectivity as more than 95% of
     the value is calculated using JSE-listed share prices, while other investments are included at
     internal valuations.
   
     As previously communicated, in order to provide investors with an up to date indicative SOTP
     value per share, PSG Group’s website (www.psggroup.co.za) contains an online tool whereby
     PSG Group’s SOTP value per share is calculated using approximately 15-minute delayed JSE-
     listed share prices for its listed investments, while all other information is updated when material
     changes occur. The SOTP value per share does not take into account factors such as size of
     shareholdings, liquidity of the underlying assets, head office operating profit/loss and other
     potential factors.

     PSG Group management would like to advise that subsequent to announcing the final terms of
     the Capitec Bank Holdings Limited (“Capitec”) unbundling to the market, PSG disposed of 1.7m
     Capitec shares not forming part of the unbundling, thereby reducing PSG Group’s 30.7% interest
     in Capitec to 29.2% and adding a further R1.2bn in cash net of tax to PSG Group’s balance
     sheet. It is for this reason that PSG Group’s SOTP value per share calculation has been updated
     and accordingly PSG Group management would like to advise that as at the close of business
     on Friday, 12 June 2020, the SOTP value per share was R207.15. Pursuant to the
     aforementioned disposal of Capitec shares and upon conclusion of the Capitec unbundling, PSG
     Group will retain an interest of 2.8% in Capitec.

     The information provided is for general information purposes only and does not constitute an
     offer to sell any securities or constitute investment advice relating to securities or a
     representation that the security is a suitable or appropriate investment for any person or
     warrants any share price value in any form. Investors are advised to give independent
     consideration to and conduct independent investigation with regards to this information and the
     value of PSG Group shares, and to obtain investment advice from their independent financial
     advisors. The information contained in this announcement has not been reviewed or reported
     on by the external auditor of PSG Group.

Stellenbosch
17 June 2020

Sponsor
PSG Capital

Independent sponsor
UBS South Africa

Date: 17-06-2020 05:30:00
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