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Unbundling Of Capitec Shareholding – Results 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”)
UNBUNDLING OF CAPITEC SHAREHOLDING – RESULTS OF GENERAL MEETING
Shareholders are referred to the Company’s various announcements released on SENS
(“Announcements”) regarding the intended distribution by PSG Group of 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, 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”), as well as to the Company’s circular in this regard, dated 1 July
2020 (“Circular”).
Capitalised terms used below and that are not otherwise defined, bear the meanings ascribed
to them in the Circular. The disclaimers set out in the Announcements and the Circular apply
to this announcement.
Shareholders are hereby advised that at the General Meeting of the Company held entirely by
electronic communication at 10:30 today, Thursday, 30 July 2020, all of the special and
ordinary resolutions were passed by the requisite majority of Shareholders.
Details of the results of the voting at the General Meeting are as follows:
Resolutions Votes for Votes Number of Number of Number of
proposed at resolution against Shares Shares Shares
the General as a resolution voted at the voted as a abstained
Meeting percentage as a General percentage as a
of total percentage Meeting of the votes percentage
number of of total exercisable of the votes
Shares number of at the exercisable
voted at the Shares General at the
General voted at the Meeting General
Meeting General Meeting
Meeting
Special 99.99% 0.01% 153 833 486 70.50% 0.01%
Resolution
Number 1:
Approval of
the PSG
Group
Unbundling
Special 99.55% 0.45% 153 823 986 70.49% 0.01%
Resolution
Number 2:
Approval of
fees for
Independent
Board
members
Ordinary 99.99% 0.01% 153 831 097 70.50% 0.01%
Resolution
Number 1:
Granting of
Directors’
authority
The total number of Shares in issue (net of treasury Shares) as at the date of the General
Meeting was 218 209 484 .
Shareholders are advised that the PSG Group Unbundling remains subject to various
conditions precedent, as contemplated in the Circular.
As previously communicated on SENS, the intended implementation date of the PSG Group
Unbundling is Monday, 31 August 2020. The final dates for the implementation of the PSG
Group Unbundling will be communicated on SENS on Monday, 17 August 2020.
Stellenbosch
30 July 2020
Transaction Advisor and Sponsor Independent Sponsor
PSG Capital Proprietary Limited UBS South Africa Proprietary Limited
Date: 30-07-2020 02:35:00
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