Finalisation Announcement in Respect of the Scheme and Confirmation of Final Scheme Consideration
 
 
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 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
 
(“PSL”)
 
 
 
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND CONFIRMATION
 
OF FINAL SCHEME CONSIDERATION
 
 
 
1. INTRODUCTION
 
 
1.1. PSL Shareholders are referred to the circular issued by PSL to the PSL Shareholders
 
dated 9 June 2021 (“Circular”) relating to the scheme of arrangement in terms of section
 
114(1) of the Companies Act, proposed between PSL and the PSL Preference
 
Shareholders, in terms of which, if successfully implemented, PSL will repurchase all of
 
the PSL Preference Shares from the PSL Preference Shareholders (“Scheme of
 
Arrangement”).
 
 
1.2. Capitalised terms used herein that are not otherwise defined, bear the meanings
 
ascribed to them in the Circular.
 
 
2. FULFILMENT OF THE CONDITIONS PRECEDENT TO THE SCHEME OF
 
ARRANGEMENT
 
 
PSL is hereby pleased to announce that all the Conditions, as detailed in the Circular, have
 
been fulfilled and/or waived, and accordingly the Scheme has become unconditional.
 
 
3. FINAL SCHEME CONSIDERATION
 
 
The final Scheme Consideration payable to PSL Shareholders on the Scheme
 
Implementation Date will be R83.54099 per Scheme Share, comprising the aggregate of
 
the Base Scheme Consideration of R81 per Scheme Share plus an amount of R2.54099
 
per Scheme Share, being the amount equal to the preference dividend that would have
 
been calculated on a Scheme Share up to the Scheme Consideration Record Date (as if
 
the Scheme Consideration Record Date is a preference dividend accrual date in terms of
 
the rights attaching to the PSL Preference Shares).
 
 
4. IMPORTANT DATES AND TIMES
 
 
PSL Shareholders are advised of the following important dates and times in respect of the
 
implementation of the Scheme of Arrangement.
 
 
2021
 
 
Scheme Finalisation Date Monday, 26 July
 
 
Scheme Finalisation Date announcement and announcement Monday, 26 July
 
of final Scheme Consideration released on SENS on
 
 
Scheme Finalisation Date announcement published in the Tuesday, 27 July
 
South African press on
 
 
Scheme LDT Tuesday, 3 August
 
 
Trading in PSL Preference Shares on the JSE suspended from Wednesday, 4 August
 
commencement of trade on
 
 
Scheme Consideration Record Date to be recorded in the Friday, 6 August
 
Register in order to receive the Scheme Consideration
 
 
Scheme Implementation Date Tuesday, 10 August
 
 
Scheme Consideration payment to Dematerialised PSL Tuesday, 10 August
 
Preference Shareholders to take place on
 
 
Scheme Consideration payment to Certificated PSL Tuesday, 10 August
 
Preference Shareholders to take place within 5 business days
 
of (assuming surrender of documents of title and duly
 
completed forms of surrender)
 
 
Termination of listing of PSL Preference Shares on the JSE at Wednesday, 11 August
 
commencement of trade on
 
 
 
Notes:
 
 
1. No dematerialisation or rematerialisation of PSL Preference Shares may take place from
 
the commencement of business on the business day following the Scheme LDT, being
 
Tuesday, 3 August 2021.
 
 
2. All times referred to above are references to South African Standard Time.
 
 
Stellenbosch
 
26 July 2021
 
 
 
Sponsor and Transaction Independent Joint Legal Advisor
 
Advisor Sponsor
 
 
PSG Capital UBS South Africa Cliffe Dekker Hofmeyr
 
 
Date: 26-07-2021 11:00:00
 
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