Update on Placing offering
 
 
PSG Group Limited
 
Incorporated in the Republic of South Africa
 
Registration number: 1970/008484/06
 
JSE share code: PSG
 
ISIN number: ZAE000013017
 
(“PSG Group”)
 
 
UPDATE ON PLACING OFFERING
 
 
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
 
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY
 
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
 
 
Shareholders and potential applicants are referred to the PSG Group announcement released on SENS on
 
Wednesday, 2 December 2015 wherein, PSG Group announced the launch of an accelerated bookbuild
 
offering of new ordinary shares (the “Placing”) of PSG Group (“Placing Shares”) constituting approximately 3%
 
of its issued share capital, to raise approximately R1.5 billion, subject to the satisfaction of certain conditions
 
including pricing acceptable to PSG Group, through a bookbuilding process (the “Bookbuild”), to be carried out
 
by PSG Capital Proprietary Limited (“PSG Capital”) and Merrill Lynch International (“BofA Merrill Lynch”) (each
 
of PSG Capital and BofA Merrill Lynch being a “Bookrunner” and, together, the “Joint Bookrunners”).
 
 
Shareholders and potential applicants are hereby advised that it is likely that the book will clear above
 
R240 per share and therefore those that wish to be considered for the final allocation should take this into
 
consideration.
 
 
In addition, shareholders and potential applicants are advised that, given the level of demand experienced, the
 
PSG Group board may elect to raise up to R2.5 billion in the Bookbuild.
 
 
 
Stellenbosch
 
3 December 2015
 
 
Joint Bookrunner, Joint Global Coordinator and Sponsor
 
PSG Capital
 
 
Joint Bookrunner and Joint Global Coordinator
 
BofA Merrill Lynch
 
 
Counsel to PSG Group
 
Davis Polk & Wardwell London LLP and Cliffe Dekker Hofmeyr Inc
 
 
Disclaimer
 
 
This Announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or
 
indirectly, in or into the United States of America, Australia, Canada, Japan or any other jurisdiction in which
 
such release, publication or distribution would be unlawful. This Announcement is for information purposes
 
only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an
 
offer or solicitation of an offer to purchase, sell, issue or subscribe for securities in the United States of
 
America or any other jurisdiction nor shall there be any sale of securities in any jurisdiction in which such offer,
 
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
 
jurisdiction. Any failure to comply with these restrictions may constitute a violation of securities laws of such
 
jurisdictions. No reliance may be placed for any purpose on the information contained in this Announcement or
 
its accuracy or completeness.
 
 
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be
 
restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances
 
which would require the preparation or registration of any prospectus or offering document relating to the
 
shares in such jurisdiction. No action has been taken by PSG Group or either Joint Bookrunner or any of their
 
respective affiliates that would permit an offering of such securities or possession or distribution of this
 
Announcement or any other offering or publicity material relating to such shares in any jurisdiction where
 
action for that purpose is required. Persons into whose possession this Announcement comes are required by
 
PSG Group and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
 
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933,
 
as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States of
 
America, absent registration or an exemption from, or transaction not subject to, the registration requirements
 
of the Securities Act. There will be no public offer of the Placing Shares in the United States of America or in
 
any other jurisdiction.
 
 
Neither this Announcement nor the Placing constitutes or is intended to constitute an offer to the public in
 
South Africa in terms of the South African Companies Act 71 of 2008 (as amended) ("the South African
 
Companies Act"). In South Africa this Announcement is only being distributed to, and is only directed at, and
 
any investment or investment activity to which this Announcement relates is available only to, and will be
 
engaged in only with, persons in South Africa who (i) fall within the categories of persons set out in section
 
96(1)(a) of the South African Companies Act or (ii) who are persons who subscribe, as principal, for Placing
 
Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b) of the South African
 
Companies Act.
 
 
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive
 
(each, a “Relevant Member State”), this Announcement and any offer if made subsequently is directed
 
exclusively at persons who are qualified investors within the meaning of the Prospectus Directive (“Qualified
 
Investors”). For these purposes, the expression Prospectus Directive means Directive 2003/71/EC (and
 
amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State),
 
and includes any relevant implementing measure in the Relevant Member State.
 
 
In the United Kingdom this Announcement is only being distributed to, and is only directed at, and any
 
investment or investment activity to which this Announcement relates is available only to, and will be engaged
 
in only with, Qualified Investors who are (i) investment professionals falling within Article 19(5) of the UK
 
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth
 
entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be
 
lawfully communicated (all such persons together being referred to as “relevant persons”). Persons who are
 
not relevant persons should not take any action on the basis of this Announcement and should not act or rely
 
on it.
 
 
This Announcement has been issued by and is the sole responsibility of PSG Group. No representation or
 
warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will
 
be accepted by the Joint Bookrunners or by any of their respective affiliates or any of its or their respective
 
directors, employees, advisers or agents as to, or in relation to, the accuracy or completeness of this
 
Announcement or any other written or oral information made available to or publicly available to any interested
 
party or their advisers, and any liability therefore is expressly disclaimed.
 
 
This Announcement does not purport to identify or suggest the risks (direct or indirect) which may be
 
associated with an investment in the securities. Any investment decision to acquire securities pursuant to the
 
Placing must be made solely on the basis of publicly available information. Any such information has not been
 
independently verified by the Joint Bookrunners.
 
 
The issue of the Placing Shares to investors in terms of the Placing is subject to the placing agreement
 
between PSG Group and the Joint Bookrunners becoming unconditional in accordance with its terms.
 
 
Each of the Joint Bookrunners are acting for PSG Group, and no one else, in connection with the Placing and
 
will not be responsible to anyone other than PSG Group for providing the protections afforded to the respective
 
clients of the Joint Bookrunners, nor for providing advice to any other person in relation to the Placing or any
 
other matter referred to herein.
 
 
In connection with the offering of the Placing Shares, any of the Joint Bookrunners and any of their respective
 
affiliates acting as an investor for their own account may take up a portion of the Placing Shares as a principal
 
position and in that capacity may retain, purchase or sell for their own account such Placing Shares. In
 
addition they may enter into financing arrangements and swaps with investors in connection with which they
 
may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of
 
any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do
 
so.
 
Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South
 
African Financial Markets Act, 2012, and/or Financial Advisory and Intermediary Services Act, 2002, by any of
 
the Joint Bookrunners.
 
 
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange
 
other than the JSE. Neither the content of PSG Group's website nor any website accessible by hyperlinks on
 
PSG Group's website is incorporated in, or forms part of, this Announcement.
 
 
This Announcement contains (or may contain) certain forward-looking statements which reflect the PSG
 
Group’s intent, beliefs or current expectations about the future and can be recognized by the use of words
 
such as “expects,” “plans,” “will,” “estimates,” “projects,” “intends,” or words of similar meaning. These forward-
 
looking statements are not guarantees of future performance and are based on assumptions about PSG
 
Group’s operations and other factors, many of which are beyond the PSG Group’s control, and accordingly,
 
actual results may differ materially from these forward-looking statements. Forward-looking statements
 
contained in this Announcement regarding past trends or activities should not be taken as a representation
 
that such trends or activities will continue in the future. Except as required by the JSE or applicable law, PSG
 
Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any
 
forward-looking statements contained in this Announcement to reflect any changes in PSG Group's
 
expectations with regard thereto or any changes in events, conditions or circumstances on which any such
 
statement is based.
 
 
Date: 03/12/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 
information disseminated through SENS.