Distribution of Circular and Notice of General Meeting
 
 
PSG GROUP LIMITED
 
(Incorporated in the Republic of South Africa)
 
Registration number: 1970/008484/06
 
JSE Limited share code: PSG
 
ISIN code: ZAE000013017
 
LEI code: 378900CD0BEE79F35A34
 
(“PSG Group”)
 
 
PSG FINANCIAL SERVICES LIMITED
 
(Incorporated in the Republic of South Africa)
 
Registration number: 1919/000478/06
 
JSE Limited share code: PGFP
 
ISIN code: ZAE000096079
 
LEI code: 378900E99AFDC02B0F23
 
(“PSG Financial Services” or “the
 
Company”)
 
 
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
 
 
INTRODUCTION
 
 
Shareholders of PSG Financial Services (“PSL Shareholders”) are referred to the terms
 
announcement released by the Company and PSG Group on SENS on 20 April 2021 in terms
 
of which PSL Shareholders were advised that its board of directors had resolved to propose
 
a repurchase of all the Company’s non-redeemable, cumulative, non-participating, variable
 
rate preference shares of no par value (“PSL Preference Shares”) in issue and being listed
 
on the exchange operated by the JSE Limited (“JSE”) from holders of the PSL Preference
 
Shares (“PSL Preference Shareholders”), by way of a scheme of arrangement in terms of
 
section 114(1) of the Companies Act, No. 71 of 2008 (“Companies Act”) (“Scheme”).
 
 
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
 
 
A circular (“Circular”) detailing the terms and conditions of the Scheme, will be distributed to
 
PSL Shareholders today, Wednesday, 9 June 2021. The Circular also incorporates a notice
 
convening a general meeting of PSL Shareholders (“General Meeting”) for the purpose of
 
considering and, if deemed fit, passing, with or without modification, the resolutions contained
 
in such notice.
 
 
Notice is hereby given that the General Meeting will be held at 14:00 on Thursday, 8 July 2021
 
to consider and, if deemed fit, to pass, with or without modification, the requisite resolutions
 
required for the implementation of the Scheme. PSL Shareholders are invited to attend the
 
General Meeting which will only be accessible through electronic participation, as permitted
 
by the listings requirements of the JSE, the provisions of the Companies Act and the
 
Company’s memorandum of incorporation.
 
 
The Circular is available in English only. Copies may be obtained during normal business
 
hours from the registered office of the Company and from the offices of the Company’s
 
sponsor and transaction advisor, PSG Capital, from today, Wednesday, 9 June 2021 until the
 
date on which the Scheme is implemented (both days inclusive). A copy of the Circular will
 
also be available on the Company’s website (http://www.psggroup.co.za/PSL-Preference-
 
Share-Circular.pdf).
 
IMPORTANT DATES AND TIMES
 
 
PSL Shareholders are referred to the table below setting out important dates and times in
 
relation to the General Meeting and the Scheme.
 
 
2021
 
 
Notice record date, being the date on which a shareholder Friday, 28 May
 
must be registered in the Company’s register in order to be
 
eligible to receive notice of the General Meeting
 
 
Announcement of distribution of Circular and notice convening Wednesday, 9 June
 
the General Meeting released on SENS on
 
 
Circular incorporating the notice of General Meeting, form of Wednesday, 9 June
 
proxy and form of surrender, distributed to shareholders on
 
 
Last day to trade shares in order to be recorded in the register Tuesday, 29 June
 
to vote at the General Meeting (see note 3 below) on
 
 
Scheme voting record date being 17:00 on Friday, 2 July
 
 
For administrative purposes only, forms of proxy in respect of Tuesday, 6 July
 
the General Meeting to be lodged with Computershare
 
Investor Services Proprietary Limited (“Transfer Secretaries”)
 
by 14:00 on
 
 
Forms of proxy emailed to the Transfer Secretaries (for the Thursday, 8 July
 
attention of the chairperson of the General Meeting) to be
 
received via email and provided to the chairperson, at any time
 
before the proxy exercises any rights of the PSL Shareholder
 
at the General Meeting on
 
 
General Meeting of PSL Shareholders held at 14:00 on Thursday, 8 July
 
 
Results of the General Meeting published on SENS on Thursday, 8 July
 
 
Results of the General Meeting published in the South African Friday, 9 July
 
press on
 
If the Scheme is approved by PSL Shareholders at the
 
General Meeting
 
 
Last date for PSL Shareholders who voted against the Scheme Thursday, 15 July
 
resolution to require PSG Financial Services to seek court
 
approval for the Scheme resolution in terms of section
 
115(3)(a) of the Companies Act (where applicable) on
 
 
Last date for PSL Shareholders who voted against the Scheme Thursday, 22 July
 
resolution to apply to court for leave to apply for a review of the
 
Scheme resolution in terms of section 115(3)(b) of the
 
Companies Act on
 
Last date for PSG Financial Services to send objecting PSL Thursday, 22 July
 
Shareholders notices of the adoption of the Scheme resolution
 
in accordance with section 164(4) of the Companies Act on
 
 
Action
 
 
The following dates assume that all conditions precedent
 
to the Scheme are fulfilled or, where applicable, waived
 
and that neither court approval nor the review of the
 
Scheme resolution (or any other applicable resolution) is
 
required and will be confirmed in the finalisation
 
announcement if all conditions precedent to the Scheme
 
are fulfilled or, where applicable, waived
 
 
Scheme finalisation date expected to be on Friday, 30 July
 
 
Scheme finalisation date announcement and announcement of Friday, 30 July
 
final Scheme Consideration to be released on SENS on
 
 
Scheme finalisation date announcement expected to be Monday, 2 August
 
published in the South African press on
 
 
Scheme LDT expected to be on Tuesday, 10 August
 
 
Trading in PSL Preference Shares on the JSE expected to be Wednesday, 11 August
 
suspended from commencement of trade on or about
 
 
Scheme Consideration record date to be recorded in the Friday, 13 August
 
register in order to receive the Scheme Consideration
 
expected to be on
 
 
Scheme Implementation Date expected to be on Monday, 16 August
 
 
Scheme Consideration payment to dematerialised PSL Monday, 16 August
 
Preference Shareholders expected to take place on
 
 
Scheme Consideration payment to certificated PSL Monday, 16 August
 
Preference Shareholders expected to take place within 5
 
business days of (assuming surrender of documents of title
 
and duly completed forms of surrender) expected to be on
 
 
Termination of listing of PSL Preference Shares on the JSE Tuesday, 17 August
 
expected to be at commencement of trade on or about
 
 
 
Notes:
 
 
1. The above dates and times are subject to such changes as may be agreed to by PSG
 
Financial Services and approved by the JSE, if required. If the Scheme finalisation date
 
is not on Friday, 30 July 2021 (or if the Scheme finalisation date falls on a day before
 
Friday, 30 July 2021), an updated timetable will be released on SENS.
 
 
2. Completed Forms of Proxy and the authority (if any) under which they are signed must
 
be (i) lodged with, posted or emailed to the Transfer Secretaries at Rosebank Towers,
 
15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold,
 
2132), or proxy@computershare.co.za, to be received by them, for administrative
 
purposes only, no later than 14:00 on Tuesday, 6 July 2021 or (ii) thereafter emailed to
 
the Transfer Secretaries at the aforementioned email address (for the attention of the
 
chairperson of the General Meeting) at any time before the relevant proxy exercises any
 
rights of the shareholder of PSG Financial Services at such General Meeting.
 
 
3. PSL Preference Shareholders should note that, as trade in PSL Preference Shares on
 
the JSE is settled in the electronic settlement system used by Strate, settlement of trades
 
takes place three Business Days after the date of such trades. Therefore, PSL
 
Preference Shareholders who acquire PSL Preference Shares on the JSE after the last
 
day to trade in order to be eligible to vote at the General Meeting, expected to be on
 
Tuesday, 29 June 2021, being the last day to trade in PSL Preference Shares so as to
 
be recorded in the register on the Scheme voting record date, being 17:00 on
 
2 July 2021, will not be entitled to vote at the General Meeting.
 
 
4. PSL Shareholders who wish to exercise their Appraisal Rights are referred to Annexure
 
2 to the Circular for purposes of determining the relevant timing for the exercise of their
 
Appraisal Rights.
 
 
5. The exercise of Appraisal Rights may result in changes to the above salient dates and
 
times and PSL Shareholders will be notified separately of the applicable dates and times
 
resulting from any such changes.
 
 
6. PSL Shareholders who wish to exercise their right in terms of section 115(3) of the
 
Companies Act, to require the approval of a court for the Scheme should refer to
 
Annexure 2 to the Circular which includes an extract of section 115 of the Companies
 
Act. Should PSL Shareholders exercise their rights in terms of section 115(3) of the
 
Companies Act, the dates and times set out above may change, in which case an
 
updated timetable will be released on SENS.
 
 
7. Dematerialised PSL Preference Shareholders, other than those with own-name
 
registration, must provide their CSDP or broker with their instructions for voting at the
 
General Meeting by the cut-off time and date stipulated by their CSDP or broker in terms
 
of the respective custody agreements between them and their CSDP or broker.
 
 
8. No dematerialisation or rematerialisation of PSL Preference Shares may take place from
 
the commencement of business on the business day following the Scheme LDT. The
 
Scheme LDT is expected to be on Tuesday, 10 August 2021.
 
 
9. If the General Meeting is adjourned or postponed, the above dates and times will
 
change, but the forms of proxy submitted for the initial General Meeting will remain valid
 
in respect of any adjournment or postponement of the General Meeting.
 
 
10. Although the salient dates and times are stated to be subject to change, such statement
 
shall not be regarded as consent or dispensation for any change to time periods which
 
may be required in terms of the Companies Act and the JSE Listings Requirements,
 
where applicable, and any such consents or dispensations must be specifically applied
 
for and granted.
 
 
11. All times referred to above are references to South African Standard Time.
 
 
Stellenbosch
 
9 June 2021
 
 
Sponsor and Transaction Advisor
 
PSG Capital
 
 
Independent Joint Sponsor
 
UBS South Africa
 
 
Legal Advisor
 
Cliffe Dekker Hofmeyr
 
 
Date: 09-06-2021 04:15:00
 
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.