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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