Unbundling Of Capitec Shareholding – Cash Payment In Respect Of Fractional Entitlements
 
 
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 – CASH PAYMENT IN RESPECT OF
 
FRACTIONAL ENTITLEMENTS RELATING TO THE PSG GROUP UNBUNDLING
 
 
Shareholders are referred to the Company’s various announcements released on SENS
 
(“Announcements”) regarding the 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
 
(“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 (“Distribution Ratio”) (“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.
 
 
1. CASH PAYMENT OF THE FRACTIONAL ENTITLEMENTS
 
 
1.1. Where a Shareholder’s entitlement to the Capitec Distribution Shares in terms of the
 
PSG Group Unbundling, calculated in accordance with the Distribution Ratio, gives
 
rise to a fraction of a Capitec Distribution Share, such fraction will be rounded down
 
to the nearest whole number, resulting in allocations of whole Capitec Distribution
 
Shares and a cash payment for the fraction to Shareholders.
 
 
1.2. In accordance with the JSE Listings Requirements, the weighted average traded price
 
for a Capitec Distribution Share on the last day to trade, being Tuesday,
 
25 August 2020, plus one Business Day, less 10%, will be used to calculate the cash
 
value in respect of the respective fractions of Capitec Distribution Shares to be paid
 
to the applicable Shareholders.
 
 
1.3. Shareholders are advised that the weighted average traded price for a Capitec
 
Distribution Share on the last day to trade, being Tuesday, 25 August 2020, plus one
 
Business Day, was 95 064.77344 cents. Accordingly, the weighted average traded
 
price for a Capitec Distribution Share on the last day to trade, being Tuesday,
 
25 August 2020, plus one Business Day, less 10%, was 85 558.29610 cents, which
 
amount will be used to determine the cash payment for the fractional entitlements.
 
 
2. TAX IMPLICATIONS OF THE CASH PAYMENT
 
 
2.1. The summary below represents general comments and is not intended to constitute
 
a complete analysis of the tax consequences of the PSG Group Unbundling for
 
Shareholders in terms of existing South African tax law. It is not intended to be, nor
 
should it be considered as legal or tax advice. Neither PSG Group, its associates, its
 
advisors, its directors or employees can be held responsible for the tax consequences
 
of the PSG Group Unbundling and therefore Shareholders are advised to consult their
 
own tax advisors in this regard.
 
 
2.2. Shareholders are informed that, as far as the tax implications of the cash payment of
 
the fractional entitlements are concerned, the receipt of the cash payment by
 
Shareholders will be subject to capital gains tax for Shareholders holding PSG Group
 
Shares as capital assets or, to income tax for Shareholders holding PSG Group
 
Shares as trading stock.
 
 
2.3. Non-Resident Shareholders
 
 
Shareholders who are non-resident for tax purposes in South Africa are advised to
 
consult their own professional tax advisors regarding the tax treatment of the PSG
 
Group Unbundling in their respective jurisdictions, having regard to the tax laws in
 
their jurisdiction and any applicable tax treaties between South Africa and their
 
country of residence.
 
 
Stellenbosch
 
27 August 2020
 
 
Transaction Advisor and Sponsor
 
PSG Capital Proprietary Limited
 
 
Independent Sponsor
 
UBS South Africa Proprietary Limited
 
 
 
 
Date: 27-08-2020 10:42:00
 
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