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Distribution of the Unbundling Circular and Notice of General Meeting
PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1970/008484/06)
JSE Limited (“JSE”) share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
(“PSG Group” or “the Company”)
DISTRIBUTION OF THE UNBUNDLING CIRCULAR AND NOTICE OF GENERAL MEETING
Capitalised terms used below and elsewhere in this announcement and that are not otherwise
defined, bear the meaning ascribed to them in the Circular (as defined below).
INTRODUCTION
Shareholders are referred to the announcement released on SENS on Wednesday, 27 May
2020 (“Terms Announcement”), advising that, subject to the fulfilment (or where permissible,
waiver) of the conditions precedent set out in the Terms Announcement (including receipt of
the requisite shareholder and regulatory approvals), PSG Group intends to distribute
32 502 856 ordinary shares held by it in the issued ordinary share capital of Capitec Bank
Holdings Limited (“Capitec”), comprising approximately 28.11% of the total issued ordinary
share capital of Capitec (“Capitec Distribution Shares”), to PSG Group ordinary
shareholders (“Shareholders”) by way of a pro rata distribution in specie, in the ratio of 14
Capitec shares for every 100 PSG Group shares held (“PSG Group Unbundling”).
Subsequent to the Terms Announcement, Shareholders are advised that during May and June
2020, PSG Financial Services Limited (“PSG Financial Services”), a wholly-owned
subsidiary of PSG Group, disposed of 1 700 000 Capitec Shares for cash in order to settle the
remaining term debt comprising redeemable preference shares amounting to approximately
R1 billion (previously held by a wholly-owned subsidiary of PSG Financial Services), and to
place the group in a healthy liquidity position in relation to any investment opportunities that
may arise. The aforesaid 1 700 000 Capitec Shares disposed of represent a 1.47% interest in
the issued ordinary share capital of Capitec, thereby reducing PSG Financial Services’
shareholding in Capitec from 30.69% as at 29 February 2020 to 29.22% as at the date of this
announcement. Accordingly, Shareholders should now note that PSG Group will retain a
2.79% shareholding in Capitec post the PSG Group Unbundling, which will be held by PSG
Financial Services (“Capitec Retained Shares”). The Capitec Retained Shares will comprise
a 1.11% shareholding in Capitec that will not form part of the PSG Group Unbundling and a
1.68% shareholding in Capitec that will be received by PSG Financial Services in terms of the
PSG Group Unbundling as a result of the treasury shares held by PSG Financial Services in
PSG Group. The Capitec Retained Shares, comprising 3 229 270 Capitec Shares, will further
bolster the group’s balance sheet post the PSG Group Unbundling.
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular detailing the PSG Group Unbundling was distributed to Shareholders today,
Wednesday, 1 July 2020 (“Circular”). The Circular also incorporates a notice convening a
general meeting of Shareholders (“General Meeting”) for the purpose of considering and, if
deemed fit, passing, with or without modification, the resolutions contained in such notice.
Shareholders are advised that, as a result of the impact of the COVID-19 pandemic and the
restrictions placed on public gatherings, the General Meeting will be held in electronic format
only. Further details regarding the manner in which Shareholders may participate electronically
in the General Meeting are set out in the Circular.
Accordingly, notice is hereby given that the General Meeting will be held and conducted
entirely by electronic communication at 10h30 on Thursday, 30 July 2020, to consider and, if
deemed fit, to pass, with or without modification, the requisite resolutions required to approve
the PSG Group Unbundling.
The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
sponsor, PSG Capital, from Wednesday, 1 July 2020, until Thursday, 30 July 2020 (both days
inclusive). A copy of the Circular is also available on the Company’s website
(http://www.psggroup.co.za).
SALIENT DATES AND TIMES
Shareholders are referred to the table below setting out salient dates and times in relation to
the General Meeting and the PSG Group Unbundling.
2020
Record date for Shareholders to be recorded in the Register in Friday, 26 June
order to receive this Circular
Circular incorporating the Notice of General Meeting and Form Wednesday, 1 July
of Proxy (grey), distributed to Shareholders on
Announcement of distribution of Circular and notice convening Wednesday, 1 July
the General Meeting published on SENS on
Announcement of distribution of Circular and notice convening Thursday, 2 July
the General Meeting published in the South African press on
Last day to trade in PSG Group Shares in order to be recorded Tuesday, 21 July
in the Register to vote at the General Meeting on
Record date for a Shareholder to be registered in the Register Friday, 24 July
in order to be eligible to attend and participate in the General
Meeting and to vote thereat, by close of trade on
For administrative reasons, Forms of Proxy (grey) in respect of Tuesday, 28 July
the General Meeting to be lodged at the Transfer Secretaries
by 10h30 on
Forms of Proxy (grey) not lodged timeously with the Transfer Thursday, 30 July
Secretaries, to be emailed to the Transfer Secretaries (who will
provide same to the chairman of the General Meeting) before
the proxy exercises the rights of the Shareholder at the
General Meeting on
General Meeting held at 10h30 on Thursday, 30 July
Results of the General Meeting published on SENS on Thursday, 30 July
Results of the General Meeting published in the South African Friday, 31 July
press on
If the PSG Group Unbundling is approved by Shareholders at the General Meeting:
Last date on which Shareholders who voted against the Thursday, 6 August
Unbundling Resolution may require PSG Group to seek court
approval in terms of section 115(3)(a) of the Companies Act,
but only if the Unbundling Resolution was opposed by at least
15% of the voting rights exercised thereon
Last date on which Shareholders who voted against the Friday, 14 August
Unbundling Resolution may make application to the court in
terms of section 115(3)(b) of the Companies Act for leave to
apply for a review of the PSG Group Unbundling
Last date for PSG Group to send objecting Shareholders Friday, 14 August
notice of the adoption of the Unbundling Resolution, in terms
of section 164 of the Companies Act
Assuming that all the PSG Group Unbundling Conditions are fulfilled or waived (to
the extent legally permissible) and that neither court approval nor the review of the
PSG Group Unbundling is required:
Finalisation announcement in respect of the PSG Group Monday, 17 August
Unbundling published on SENS on
Finalisation announcement in respect of the PSG Group Tuesday, 18 August
Unbundling published in the South African press on
Last day to trade Shares in order to be recorded in the Register Tuesday, 25 August
to participate in the PSG Group Unbundling on
Announcement in respect of the apportionment of base costs Wednesday, 26 August
in relation to the PSG Group Unbundling for taxation purposes
by
Shares trade ex right to the Capitec Distribution Shares Wednesday, 26 August
Announcement in respect of the cash value of fractional Thursday, 27 August
entitlements applicable to the PSG Group Unbundling on
PSG Group Unbundling Record Date Friday, 28 August
PSG Group Unbundling Completion Date on which Monday, 31 August
Shareholders will have their accounts at their CSDP or Broker
updated to reflect the Capitec Distribution Shares
Notes:
1. The above dates and times are subject to amendment at the discretion of PSG Group,
subject to the approval of the TRP and/or the JSE, if required. Any such amendment will
be published on SENS.
2. Shareholders should note that as transactions in PSG Group Shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place three
Business Days after such trade. Therefore, Shareholders who acquire PSG Group
Shares after close of trade on Tuesday, 21 July 2020 will not be eligible to attend,
participate in and vote at the General Meeting.
3. Share certificates may not be Dematerialised or re-materialised between Wednesday,
26 August 2020 and Friday, 28 August 2020, both days inclusive.
4. All times indicated above and elsewhere in this announcement are in South African
Standard Time.
5. In terms of the PSG Group Unbundling, Shareholders will receive the Capitec
Distribution Shares in Dematerialised form only. Certificated Shareholders wishing to
receive their Capitec Distribution Shares in Dematerialised form and Shareholders
wishing to materialise their Capitec Distribution Shares following the implementation of
the PSG Group Unbundling, are referred to paragraph 4.9 of the Circular, which details
the steps to be taken by them in this regard.
TAX CONSIDERATIONS RELATING TO THE PSG GROUP UNBUNDLING
It is expected that the distribution of the Capitec shares in terms of the PSG Group Unbundling
should qualify as an “unbundling transaction” for purposes of section 46(1) of the Income Tax
Act, and should, accordingly, be disregarded for tax purposes in South Africa for PSG Group
and its Shareholders. The tax consequences for Shareholders that are registered in a
jurisdiction outside of South Africa, or who are resident, domiciled or located in, or who are a
citizen of, a jurisdiction other than South Africa (“Foreign Shareholders”), should be
confirmed by such Foreign Shareholders with advisors in the relevant foreign jurisdictions.
Consequently, the receipt of the Capitec Distribution Shares by Shareholders resident in South
Africa should qualify for tax relief and should not constitute a “return of capital” or a “dividend”.
Shareholders are referred to Annexure 4 of the Circular for information on the tax
consequences relating to the PSG Group Unbundling.
Stellenbosch
1 July 2020
Transaction Advisor and Sponsor - PSG Capital Proprietary Limited
Independent Sponsor - UBS South Africa Proprietary Limited
Legal Advisor as to South African law - Cliffe Dekker Hofmeyr Incorporated
Legal Advisor as to US and UK law - Davis Polk & Wardwell London LLP
Auditors and Independent Reporting Accountants - PricewaterhouseCoopers Incorporated
Independent Expert - BDO Corporate Finance Proprietary Limited
DISCLAIMERS
Neither this announcement nor the Circular constitute or form part of any offer or invitation to
purchase, subscribe for, sell or issue, or any solicitation of any offer to purchase, subscribe
for, sell or issue, PSG Group Shares, Capitec Distribution Shares, or any other securities. The
release, publication or distribution of this announcement in jurisdictions other than South Africa
and the United States (the “US”) may be restricted by law. The distribution of the Capitec
Distribution Shares to Foreign Shareholders in terms of the PSG Group Unbundling may be
affected by the laws of the relevant Foreign Shareholders’ jurisdiction. In this regard, Foreign
Shareholders are referred to the further detail set out below and in the Circular.
FOREIGN SHAREHOLDERS: GENERAL
No action has been taken by PSG Group to obtain any approval, authorisation or exemption
to permit the distribution of the Capitec Distribution Shares or the possession or distribution of
this announcement or the Circular (or any other publicity material relating to the Capitec
Distribution Shares) in any jurisdictions other than South Africa.
The PSG Group Unbundling is being conducted under the procedural requirements and
disclosure standards of South Africa which may be different from those applicable in other
jurisdictions. The legal implications of the PSG Group Unbundling on persons resident or
located in jurisdictions outside of South Africa may be affected by the laws of the relevant
jurisdiction. Such persons should consult their professional advisors and inform themselves
about any applicable legal requirements, which they are obligated to observe. It is the
responsibility of any such persons wishing to participate in the PSG Group Unbundling to
satisfy themselves as to the full observance of the laws of the relevant jurisdiction in
connection therewith.
Foreign Shareholders should refer to and take into account the disclaimers set out in the
Circular in relation to those jurisdictions.
Foreign Shareholders should nevertheless consult their own professional advisors and satisfy
themselves as to the applicable legal requirements in their jurisdiction.
NOTICE TO FOREIGN SHAREHOLDERS LOCATED IN THE US
This announcement is not an offer of securities for sale in the US. The Capitec Distribution
Shares have not been and will not be registered under the US Securities Act of 1933, as
amended (the “US Securities Act”), or with any regulatory authority of any state or other
jurisdiction in the US and may not be offered, sold, exercised, transferred or delivered, directly
or indirectly, in or into the US at any time except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities Act and
applicable state and other securities laws of the US.
The Capitec Distribution Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission in the US or any other regulatory
authority in the US, nor have any of the foregoing authorities passed comment upon, or
endorsed the merit of, the PSG Group Unbundling or the accuracy or the adequacy of this
announcement or the information contained herein. Any representation to the contrary is a
criminal offence in the US.
All Foreign Shareholders located in the US are eligible to vote on the resolutions to be
proposed at the General Meeting and subsequently, if the PSG Group Unbundling is
implemented, to receive the Capitec Distribution Shares.
NOTICE TO FOREIGN SHAREHOLDERS LOCATED IN THE EUROPEAN ECONOMIC
AREA (“EEA”) AND THE UNITED KINGDOM (“UK”)
This announcement is not a prospectus, as such term is defined in the Prospectus Regulation
(EU) 2017/1129, on the basis that the Capitec Distribution Shares are not being admitted to
trading on a regulated market situated or operating within the EEA or the UK, nor is there an
offer to the public in respect of the Capitec Distribution Shares in any member state of the
EEA or in the UK. Accordingly, any person making or intending to make any offer for the
Capitec Distribution Shares should only do so in circumstances in which no obligation arises
for PSG Group or Capitec to produce a prospectus for such offer. PSG Group has not
authorised the making of any offer for the Capitec Distribution Shares through any financial
intermediary.
Date: 01-07-2020 04:50:00
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