Posting of Specific Repurchase Circular and Notice of General Meeting
 
 
PSG Group Limited
 
(Incorporated in the Republic of South Africa)
 
Registration number: 1970/008484/06
 
Share code: PSG
 
ISIN code: ZAE000013017
 
(“PSG” or “the Company”)
 
 
POSTING OF SPECIFIC REPURCHASE CIRCULAR AND NOTICE OF GENERAL MEETING
 
 
1. INTRODUCTION
 
 
1.1. Shareholders of PSG (“Shareholders”) are referred to the joint
 
announcement released by the Company and Thembeka Capital (RF)
 
Limited (“Thembeka”) on 10 September 2014 (“the Announcement”),
 
whereby Shareholders were advised that Thembeka wishes to unwind
 
its investment portfolio in a manner that realises value for its
 
shareholders (“Unwinding”). The Unwinding will be implemented in
 
consecutive transaction steps.
 
 
1.2. In the Announcement Shareholders were also notified of PSG’s firm
 
intention to make an offer (“Firm Intention Offer”) to acquire all
 
the ordinary shares in Thembeka, not already held by PSG or its
 
subsidiaries, by way of a scheme of arrangement in terms of
 
section 114 of the Companies Act, 2008 (“Companies Act”)
 
(“Scheme”).
 
 
1.3. As steps in the Unwinding, PSG will repurchase 9 902 349 ordinary
 
shares (representing 4.5% of the issued shares of PSG) from
 
Thembeka Fin Holdings Proprietary Limited (a wholly owned
 
subsidiary of Thembeka) at R97.56 per share (“the Thembeka
 
Specific Repurchase”) and 1 785 850 ordinary shares (representing
 
0.8% of the issued shares of PSG) from Stellenbosch BEE Education
 
Trust (“SBET”) and Clusten 52 Proprietary Limited (a wholly owned
 
subsidiary of SBET) at R97.56 per share (“the SBET Specific
 
Repurchase”) (collectively the “Specific Repurchases”).
 
 
1.4. Given that the Specific Repurchases will entail the acquisition of
 
more than 5% of the issued share capital of PSG, the Specific
 
Repurchases are subject to the requirements of section 114 and 115
 
of the Companies Act. In terms of section 115 of the Companies
 
Act and section 5.69 of the JSE Listings Requirements, the
 
Specific Repurchases will require shareholder approval by way of a
 
special resolution.
 
 
1.5. In accordance with the Companies Act Regulations, 2011, an
 
independent PSG board, comprised of independent non-executive
 
directors, was appointed by the board of directors of PSG to
 
evaluate the Specific Repurchases (“PSG Independent Board”). The
 
PSG Independent Board appointed Questco Proprietary Limited
 
(“Questco”) as an independent expert to provide the PSG
 
Independent Board with external advice in regard to the Specific
 
Repurchases and to make appropriate recommendations to the PSG
 
Independent Board for the benefit of Shareholders.
 
 
1.6. For information purposes, Shareholders are advised that Questco
 
has provided a formal opinion confirming that the terms and
 
conditions of the Specific Repurchases are fair and reasonable to
 
Shareholders. The substance of the external advice and the opinion
 
of the PSG Independent Board on the Specific Repurchases will be
 
detailed in the circular referred to in paragraph 2 below.
 
 
2. POSTING OF THE CIRCULAR
 
 
2.1. A circular containing full information on the Specific Repurchases
 
and also incorporating a notice of general meeting of shareholders
 
will be posted to Shareholders today, 15 October 2014
 
(“Circular”).
 
 
2.2. Shareholders are advised to review the Circular for detailed
 
information regarding the Specific Repurchases and related
 
aspects. The Circular will be available on PSG’s website at
 
www.psggroup.co.za from today, 15 October 2014.
 
 
3. NOTICE OF GENERAL MEETING
 
 
Notice is hereby given that a general meeting of Shareholders will
 
be held at 10h00 on Thursday, 13 November 2014, at the Grand
 
Ballroom, Asara Wine Estate & Hotel, Polkadraai Road, Stellenbosch
 
(“General Meeting”) for the purpose of considering and, if deemed
 
fit, passing with or without modification, the resolutions set out
 
in the notice of the General Meeting included in the Circular.
 
 
4. IMPORTANT DATES AND TIMES
 
 
Shareholders are referred to the table below setting out important
 
dates and times in relation to the Specific Repurchases. Capitalised
 
terms used below and elsewhere in this announcement and that are not
 
otherwise defined, bear the meanings ascribed to them in the
 
Circular.
 
 
 
Record date in order to be eligible to Friday, 3 October 2014
 
receive the Circular, including the notice
 
of General Meeting
 
 
Circular posted to Shareholders on Wednesday, 15 October
 
2014
 
 
Announcement providing full details of the Wednesday, 15 October
 
Specific Repurchases giving salient dates 2014
 
and advising of the posting of the
 
Circular and giving the date and place of
 
the General Meeting released on SENS on
 
 
Announcement providing full details of the Thursday, 16 October
 
Specific Repurchases giving salient dates 2014
 
and advising of the posting of the
 
Circular and giving the date and place of
 
the General Meeting published in the South
 
African press on
 
 
Last day to trade in Shares in order to be Friday, 31 October 2014
 
eligible to attend, participate in and
 
vote at the General Meeting
 
 
General Meeting Record Date in order to be Friday, 7 November 2014
 
eligible to attend, participate in and
 
vote at the General Meeting
 
 
Last day for receipt of Forms of Proxy in Tuesday, 11 November
 
respect of the General Meeting by 10:00 on 2014
 
 
Last date and time for Shareholders to Thursday, 13 November
 
give notice to PSG in terms of section 164 2014
 
of the Companies Act objecting to the
 
special resolutions necessary to authorise
 
the Specific Repurchases to be considered
 
at the General Meeting by 10:00 on
 
 
Forms of Proxy not lodged with the Thursday, 13 November
 
Transfer Secretaries to be handed to the 2014
 
chairperson of the General Meeting before
 
10:00 on
 
 
General Meeting of Shareholders to be held Thursday, 13 November
 
at 10:00 on 2014
 
 
Results of General Meeting released on Thursday, 13 November
 
SENS on 2014
 
 
Results of General Meeting published in Friday, 14 November
 
the South African press on 2014
 
 
 
If the Specific Repurchases are approved by Shareholders at the
 
General Meeting:
 
 
 
Last date for Shareholders who voted Thursday, 20 November
 
against the Specific Repurchases to 2014
 
require PSG to seek court approval for the
 
Specific Repurchases in terms of section
 
115(3)(a) of the Companies Act (where
 
applicable) on
 
 
Last date for Shareholders who voted Thursday, 27 November
 
against the Specific Repurchases to apply 2014
 
to court for leave to apply for a review
 
of the Specific Repurchases in terms of
 
section 115(3)(b) of the Companies Act on
 
 
Last date for PSG to send objecting Thursday, 27 November
 
Shareholders notices of the adoption of 2014
 
the special resolutions approving the
 
Specific Repurchases, in accordance with
 
section 164(4) of the Companies Act, on
 
 
 
Action
 
The following dates assume that neither court approvals nor the
 
review of the Specific Repurchases are required and will be
 
confirmed in the finalisation announcement if the Specific
 
Repurchases become unconditional:
 
 
 
Finalisation Date expected to be on Friday, 28 November
 
2014
 
 
Finalisation Date announcement expected to Friday, 28 November
 
be released on SENS on 2014
 
 
Finalisation Date announcement expected to Monday, 1 December 2014
 
be published in the South African press on
 
 
Thembeka Specific Repurchase implemented Friday, 9 January 2015
 
on or about
 
 
SBET Specific Repurchase implemented on or Wednesday, 14 January
 
about 2015
 
 
Expected date for the delisting from the Friday, 16 January 2015
 
JSE of the Shares repurchased in terms of
 
the Specific Repurchases from the
 
commencement of trading on the JSE on
 
 
Notes
 
1. All of the above dates and times are subject to change. Any
 
changes made will be notified to Shareholders by release on
 
SENS.
 
2. Although the salient dates and times are subject to change, such
 
statement may not be regarded as consent or dispensation for any
 
change to any relevant applicable time period which may be
 
required in terms of the Companies Act Regulations and the JSE
 
Listings Requirements where applicable, and any such consent or
 
dispensation must be specifically applied for and approved by
 
the TRP or JSE.
 
3. Shareholders are referred to Annexure 5 of the Circular (which
 
contains a summary of Dissenting Shareholders’ Appraisal Rights
 
in respect of the Specific Repurchases) regarding rights
 
afforded to Shareholders, the exercise of which may affect the
 
above indicated salient dates and times.
 
4. Shareholders should note that, as transactions in shares are
 
settled in the electronic settlement system used by Strate,
 
settlement of trades takes place five Business Days after such
 
trade. Therefore, persons who acquire Shares after the last day
 
to trade in order to be eligible to vote at the General Meeting,
 
namely, Friday, 31 October 2014, will not be able to vote
 
thereat.
 
5. A Shareholder may submit the Form of Proxy at any time before
 
the commencement of the General Meeting (or any adjournment of
 
the General Meeting) or hand it to the chairperson of the
 
General Meeting before the appointed proxy exercises any of the
 
relevant Shareholders’ rights at the General Meeting (or any
 
adjournment of the General Meeting), provided that, should a
 
Shareholder lodge the Form of Proxy with the Transfer
 
Secretaries less than 48 hours before the General Meeting, a
 
Shareholder will also be required to furnish a copy of such Form
 
of Proxy to the chairperson of the General Meeting before the
 
appointed proxy exercises any of such Shareholder’s rights at
 
the General Meeting (or any adjournment of the General Meeting).
 
6. If the General Meeting is adjourned or postponed, Forms of Proxy
 
submitted for the initial General Meeting will remain valid in
 
respect of any such adjournment or postponement.
 
7. All times given in the Circular are local times in South Africa.
 
 
5. COPIES OF THE CIRCULAR
 
 
Copies of the Circular will be available for inspection by
 
Shareholders during normal business hours at the registered office
 
of the Company and at the Johannesburg office of the Company’s
 
sponsor, PSG Capital Proprietary Limited, at 1st Floor, Building 8,
 
Inanda Greens Business Park, 54 Wierda Road West, Wierda Valley,
 
Sandton, from Wednesday, 15 October 2014 until Thursday, 13 November
 
2014 (both days inclusive).
 
 
6. SCHEME NOTICE TO THEMBEKA SHAREHOLDERS
 
 
Thembeka shareholders are referred to a detailed announcement issued
 
to Thembeka shareholders today, 15 October 2014 which sets out full
 
details relating to the Scheme that are applicable to Thembeka
 
shareholders (“Thembeka Announcement”). The Thembeka Announcement is
 
available on Thembeka’s website at www.thembekacapital.com from
 
today, 15 October 2014.
 
 
15 October 2014
 
Stellenbosch
 
 
Transaction adviser and sponsor to PSG: PSG Capital Proprietary Limited
 
 
Independent reporting accountant and auditor: PricewaterhouseCoopers
 
Incorporated
 
 
Independent expert: Questco Proprietary Limited
 
 
Independent sponsor: PricewaterhouseCoopers Corporate Finance
 
Proprietary Limited
 
 
Date: 15/10/2014 11:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
 
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