Firm Intention Announcement Regarding The Value-Unlock Initiative and Withdrawal of Cautionary Announcement
 
 
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”)
 
 
FIRM INTENTION ANNOUNCEMENT REGARDING THE VALUE-UNLOCK INITIATIVE OF
 
PSG GROUP, COMPRISING –
 
 
• THE UNBUNDLING OF PSG GROUP’S SHAREHOLDING IN LISTED ENTITIES BEING
 
PSG KONSULT, CURRO, KAAP AGRI, CA&S AND 25.1% OF THE ISSUED SHARES
 
IN STADIO TO PSG GROUP SHAREHOLDERS;
 
• THE REPURCHASE OF PSG GROUP SHARES FROM EXITING SHAREHOLDERS;
 
AND
 
• THE DELISTING OF PSG GROUP FROM THE JSE.
 
 
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
 
 
Unless otherwise defined, capitalised terms shall have the meaning ascribed to them in the
 
Definitions section at the end of this Firm Intention Announcement.
 
 
1. INTRODUCTION
 
 
1.1 PSG Group Shareholders are referred to the detailed cautionary announcement
 
published by the Company on SENS on 1 March 2022 (“Detailed Cautionary
 
Announcement”) in terms whereof, inter alia, PSG Group Shareholders were
 
advised that the PSG Group Board had, in principle, resolved to investigate the
 
unlocking of value for the benefit of PSG Group Shareholders, through the steps
 
detailed in that announcement.
 
 
1.2 PSG Group Shareholders are advised that, following the above investigation, the
 
PSG Group Board (excluding any directors who have, or are deemed to have, a
 
personal financial interest in terms of section 75 of the Companies Act) has resolved
 
to proceed with the PSG Group Restructuring, as set out in this Firm Intention
 
Announcement.
 
 
1.3 PSG Group Shareholders are advised to peruse the PSG Group Restructuring
 
Conditions to which the PSG Group Restructuring is subject.
 
 
1.4 The Company has overall received positive feedback regarding the PSG Group
 
Restructuring from its shareholders.
 
 
2. PSG GROUP RESTRUCTURING
 
 
2.1 PSG Group Shareholders are hereby advised that, subject to the fulfilment (or where
 
permissible, waiver) of the PSG Group Restructuring Conditions, PSG Group will as
 
one indivisible arrangement:
 
 
2.1.1 implement the PSG Group Unbundling by unbundling –
 
 
2.1.1.1 the PSG Konsult Unbundled Shares, comprising approximately 60.8 percent of
 
the total issued share capital of PSG Konsult, to PSG Group Shareholders by
 
way of a pro rata distribution in specie, in the ratio of 3.86921 PSG Konsult
 
Shares for every PSG Group Share held on the PSG Group Unbundling record
 
date;
 
 
2.1.1.2 the Curro Unbundled Shares, comprising approximately 63.6 percent of the
 
total issued share capital of Curro, to PSG Group Shareholders by way of a pro
 
rata distribution in specie, in the ratio of 1.81597 Curro Shares for every PSG
 
Group Share held on the PSG Group Unbundling record date;
 
 
2.1.1.3 the Kaap Agri Unbundled Shares, expected to comprise approximately 34.9
 
percent of the total issued share capital of Kaap Agri, to PSG Group
 
Shareholders by way of a pro rata distribution in specie, in the ratio of 0.12364
 
Kaap Agri Shares for every PSG Group Share held on the PSG Group
 
Unbundling record date;
 
 
2.1.1.4 the CA&S Unbundled Shares, comprising approximately 47 percent of the total
 
issued share capital of CA&S, to PSG Group Shareholders by way of a pro rata
 
distribution in specie, in the ratio of 1.03650 CA&S Shares for every PSG Group
 
Share held on the PSG Group Unbundling record date;
 
 
2.1.1.5 the Stadio Unbundled Shares, being a portion of PSG Group’s shareholding in
 
that company, comprising approximately 25.1 percent of the total issued share
 
capital of Stadio, to PSG Group Shareholders by way of a pro rata distribution
 
in specie, in the ratio of 1.02216 Stadio Shares for every PSG Group Share
 
held on the PSG Group Unbundling record date,
 
 
in terms of section 46 of the Companies Act and section 46 of the Income Tax Act,
 
and amounting to a disposal of the greater part of PSG Group’s assets or
 
undertaking in terms of section 112 of the Companies Act;
 
 
2.1.2 implement a number of internal restructuring steps to be undertaken by PSG
 
Group to facilitate the PSG Group Unbundling;
 
 
2.1.3 propose that, inter-conditionally with the PSG Group Unbundling, Exiting
 
Shareholders dispose of their shareholding in PSG Group to PSG Group by way
 
of a scheme of arrangement under section 114 of the Companies Act, in terms of
 
the PSG Group Scheme, for a cash scheme consideration of R23.00 per PSG
 
Group Share, following which the Remaining Shareholders of PSG Group will be
 
the only shareholders of PSG Group; and
 
 
2.1.4 be delisted from the JSE following implementation of the PSG Group Unbundling
 
and the PSG Group Scheme.
 
 
2.2 The purpose of this Firm Intention Announcement is to provide PSG Group
 
Shareholders with detailed information regarding the terms and conditions of the PSG
 
Group Restructuring and to advise PSG Group Shareholders that PSG Group is
 
ready, able and willing to proceed with the PSG Group Restructuring.
 
 
3. RATIONALE FOR THE PSG GROUP RESTRUCTURING
 
 
3.1 PSG Group is an investment holding company consisting of underlying investments
 
that operate across a diverse range of industries, which include financial services
 
(PSG Konsult), education (Curro and Stadio), food and related businesses (Zeder
 
and Kaap Agri), route-to-market services for fast-moving consumer goods in southern
 
Africa (CA&S), as well as early-stage unlisted investments in select growth sectors.
 
 
3.2 As a JSE-listed investment holding company, the main objective of PSG Group
 
remains to create wealth for PSG Group Shareholders on a per share basis.
 
However, the share price of PSG Group has unfortunately been trading at a
 
significant discount of approximately 30% to the value of its underlying investments
 
(or the so-called sum-of-the-parts value) in recent years, despite significant value-
 
unlock initiatives undertaken, such as the Company’s unbundling of nearly its entire
 
shareholding in Capitec during the financial year ended 28 February 2021, in terms
 
of which approximately R21bn was unlocked for PSG Group Shareholders, based on
 
Capitec’s closing share price on 21 April 2022.
 
 
3.3 Given the significant discount at which PSG Group has been trading to its sum-of-
 
the-parts value in recent times, the PSG Group Board has investigated and decided
 
on a value-unlock initiative by way of the PSG Group Restructuring.
 
 
3.4 The PSG Group Restructuring will entail the unbundling by PSG Group of its JSE-
 
listed investments in PSG Konsult, Curro, Kaap Agri, CA&S and 25.1% of the total
 
issued shares in Stadio to PSG Group Shareholders and thereafter the repurchase
 
for cash of all the PSG Group Shares held by Exiting Shareholders by way of a
 
scheme of arrangement in terms of section 114 of the Companies Act. The
 
Remaining Shareholders will then hold 100 percent of PSG Group, with its remaining
 
assets comprising mainly its investments in Zeder and PSG Alpha (the latter which
 
holds predominantly early-stage investments and a remaining shareholding in
 
Stadio).
 
 
3.5 The relevant steps to give effect to the PSG Group Restructuring as described in this
 
Firm Intention Announcement are indivisible. Ultimately, it will result in the delisting
 
of PSG Group from the JSE, allowing the Remaining Shareholders to focus on the
 
remaining investments, most notably the early-stage investments that require further
 
capital, management oversight and strategic input. The PSG Group Restructuring will
 
accordingly ease the Company's administrative and regulatory compliance
 
obligations, whilst at the same time unlocking significant value for Exiting
 
Shareholders.
 
 
3.6 The PSG Group investments forming part of the PSG Group Unbundling are mainly
 
established businesses with strong balance sheets and no immediate requirement
 
for additional capital and which no longer require an anchor shareholder.
 
Furthermore, they have exceptional management teams and experienced boards.
 
This allows the PSG Group Board to propose the PSG Group Restructuring. The
 
reason why the entire indirect shareholding of PSG Group in Stadio will not be
 
unbundled, is that PSG Group is of the view that it can still add value and support the
 
business operations of Stadio, even though Stadio has substantially grown and
 
consolidated over the last few years. This will be to the benefit of Stadio and will
 
therefore also benefit Exiting Shareholders. In order to achieve this goal, PSG Group
 
needs to retain a significant enough shareholding in Stadio following the PSG Group
 
Restructuring.
 
 
4. SALIENT TERMS AND MECHANICS OF THE PSG GROUP RESTRUCTURING
 
 
4.1 Implementation of the PSG Group Restructuring
 
 
4.1.1 PSG Group will, subject to the fulfilment (or, where permissible, waiver) of the PSG
 
Group Restructuring Conditions, unbundle the Unbundled Shares to PSG Group
 
Shareholders, by way of a pro rata distribution in specie in terms of section 46 of
 
the Companies Act and section 46 of the Income Tax Act.
 
 
4.1.2 The PSG Group Unbundling will be implemented in the distribution ratios set out
 
in paragraph 2.1.1 above, based on the number of PSG Group Shares held by
 
PSG Group Shareholders on the PSG Group Unbundling record date.
 
 
4.1.3 Inter-conditionally, but following the PSG Group Unbundling, the PSG Group
 
Scheme will be implemented.
 
 
4.1.4 Thereafter, following the implementation of both the PSG Group Unbundling and
 
the PSG Group Scheme, PSG Group is to be delisted from the JSE.
 
 
4.2 Anticipated Value Unlock
 
 
4.2.1 The table below illustrates the anticipated value to be unlocked by way of the PSG
 
Group Restructuring for Exiting Shareholders, calculated as at the close of
 
business on Monday, 28 February 2022 (prior to publication of the Detailed
 
Cautionary Announcement on 1 March 2022) and on Thursday, 21 April 2022 –
 
 
Closing Indicative Closing Indicative
 
share price value per share price value per
 
Unbundling as at Share as at as at Share as at
 
ratio for 28 February 28 February 21 April 21 April
 
every 2022 2022 2022 2022
 
Share held R R R R
 
PSG Konsult * 3.86921 13.74 53.16 13.75 53.20
 
Curro * 1.81597 13.45 24.42 10.50 19.07
 
Kaap Agri * 0.12364 51.20 6.33 44.50 5.50
 
CA&S ** 1.03650 4.79 4.96 4.70 4.87
 
Stadio * 1.02216 3.64 3.72 4.00 4.09
 
 
Value of Unbundled
 
Shares received
 
pursuant to the PSG
 
Group Unbundling 92.59 86.73
 
Cash consideration
 
received pursuant to
 
the PSG Group
 
Scheme 23.00 23.00
 
Total anticipated
 
value 115.59 109.73
 
 
PSG Group closing
 
share price 81.83 98.05
 
 
Premium to PSG
 
Group closing share
 
price 41.3%
 
 
* Listed on the JSE.
 
** Currently listed on both the Botswana Stock Exchange and the Cape Town
 
Stock Exchange (“CTSE”). The CTSE listing will be replaced by a listing on the
 
JSE prior to the PSG Group Unbundling, subject to the necessary JSE
 
approval. The closing share prices presented in the table above are the closing
 
share prices on the Botswana Stock Exchange on 28 February 2022 and
 
21 April 2022, respectively, converted from Botswana pula into South African
 
rand at the ruling exchange rate on those dates.
 
 
4.3 Classification
 
 
4.3.1 As all the Unbundled Shares will be listed on the JSE on the implementation of the
 
PSG Group Unbundling, the PSG Group Unbundling will not require the approval
 
of PSG Group Shareholders in terms of paragraph 5.85 of the JSE Listings
 
Requirements. However, the PSG Group Unbundling is deemed to constitute a
 
disposal of the greater part of the assets or undertaking of PSG Group in terms of
 
section 112 of the Companies Act and therefore requires the approval of the TRP
 
and the approval of PSG Group Shareholders by way of a special resolution, in
 
terms of the provisions of section 115 of the Companies Act.
 
 
4.3.2 As the PSG Group Unbundling constitutes a disposal in terms of section 112 of
 
the Companies Act, it qualifies as an “affected transaction” as defined in section
 
117(1)(c)(i) of the Companies Act.
 
 
4.3.3 The PSG Group Scheme will involve the repurchase of PSG Group Shares from
 
the Exiting Shareholders by way of a scheme of arrangement requiring
 
shareholder approval in terms of sections 114 and 115 of the Companies Act and
 
the Companies Regulations.
 
 
4.3.4 As the PSG Group Scheme constitutes a scheme of arrangement in terms of
 
section 114, it also qualifies as an “affected transaction” as defined in section
 
117(1)(c)(iii) of the Companies Act.
 
 
4.3.5 Consequently, both the PSG Group Unbundling and the PSG Group Scheme are
 
regulated by the Companies Act and the Companies Regulations and require the
 
approval of the TRP.
 
 
4.4 Independent Board and Independent Expert’s Report
 
 
PSG Group has constituted the Independent Board for purposes of the PSG Group
 
Unbundling and the PSG Group Scheme. The Independent Board is in the process
 
of appointing an Independent Expert in order to, inter alia, prepare a fair and
 
reasonable opinion for PSG Group Shareholders. The Independent Expert’s fair and
 
reasonable opinion, as well as the Independent Board’s recommendation to PSG
 
Group Shareholders in relation to the PSG Group Unbundling and the PSG Group
 
Scheme, will be set out in the Circular as required in terms of the Companies Act and
 
the Companies Regulations.
 
 
4.5 PSG Group Restructuring Conditions
 
 
The PSG Group Restructuring is to take place on a composite and indivisible basis
 
and all of the conditions pertaining to each step need to be fulfilled (or where
 
applicable, waived), otherwise the PSG Group Restructuring will not go ahead. This
 
relates specifically to the PSG Group Unbundling, the PSG Group Scheme and the
 
Delisting.
 
 
4.5.1 The PSG Group Restructuring will be subject to the fulfilment (or where applicable,
 
waiver) of the following PSG Group Restructuring Conditions –
 
 
4.5.1.1 by no later than Friday, 29 July 2022, the requisite majority of PSG Group
 
Shareholders passing all resolutions pertaining to the PSG Group
 
Restructuring, including, inter alia, the PSG Group Unbundling (“Unbundling
 
Resolution”) and the PSG Group Scheme (“Scheme Resolution”) in terms of
 
the Companies Act, Companies Regulations and, if applicable, JSE Listings
 
Requirements;
 
 
4.5.1.2 by no later than Wednesday, 31 August 2022, to the extent that the provisions
 
of section 115(2)(c) read together with section 115(3) of the Companies Act
 
become applicable –
 
 
4.5.1.2.1 the special resolution/s to approve the PSG Group Unbundling and/or the
 
PSG Group Scheme, as the case may be, being approved by the court
 
unconditionally or, if subject to conditions, PSG Group confirms in writing
 
that the conditions are acceptable to it;
 
 
4.5.1.2.2 the special resolution/s to approve the PSG Group Unbundling and/or the
 
PSG Group Scheme not being set aside by the court; or
 
 
4.5.1.2.3 PSG Group not treating the aforesaid special resolution/s to approve the
 
PSG Group Unbundling and/or the PSG Group Scheme as a nullity in terms
 
of section 115(5)(b) of the Companies Act;
 
 
4.5.1.3 within the period prescribed by section 164(7) of the Companies Act, no valid
 
demands (relating to appraisal rights) have been received by PSG Group from
 
any PSG Group Shareholder in terms of that section read together with section
 
115(8) of the Companies Act, in relation to the PSG Group Unbundling or the
 
PSG Group Scheme, or, if such a demand has been duly delivered, PSG Group
 
has waived this condition on or before the relevant date set out in the Circular;
 
 
4.5.1.4 by no later than the first business day following fulfilment (or, where applicable,
 
waiver) of the last outstanding PSG Group Restructuring Condition (other than
 
the condition contained in this paragraph 4.5.1.4), the TRP issues a compliance
 
certificate in accordance with section 119(4)(b) of the Companies Act in respect
 
of the PSG Group Unbundling and the PSG Group Scheme;
 
 
4.5.1.5 by no later than Wednesday, 31 August 2022, to the extent required, the
 
approvals, consents and/or rulings necessary to implement the PSG Group
 
Restructuring be obtained from JSE, the Financial Surveillance Department of
 
the South African Reserve Bank, the Competition Authorities and any other
 
relevant regulatory authority, either unconditionally or on terms acceptable to
 
PSG Group;
 
 
4.5.1.6 by no later than the date of the General Meeting, a binding ruling is obtained
 
from the South African Revenue Service dealing with the PSG Group
 
Unbundling on terms and conditions acceptable to PSG Group;
 
 
4.5.1.7 to the extent applicable, by no later than Wednesday, 31 August 2022, the
 
Remaining Shareholders in writing waive the requirement for a mandatory offer
 
in terms of section 123(4) of the Companies Act, pursuant to the PSG Group
 
Scheme;
 
 
4.5.1.8 by no later than the General Meeting date, disqualified person shareholders do
 
not hold more than an additional 10% (in other words, not more than 22.9% in
 
aggregate) of PSG Group Shares in issue (with PSG Group’s disqualified
 
person shareholding referred to in paragraph 4.12.2.1 currently being
 
approximately 12.9%, comprising the Government Employees Pension Fund);
 
 
4.5.1.9 by no later than Wednesday, 31 August 2022, the PSG Group internal
 
restructure steps have become unconditional and are implemented in
 
accordance with their terms; and
 
 
4.5.1.10 by no later than Friday, 29 July 2022, the shares of CA&S (which are currently
 
listed on the CTSE) be listed instead on the JSE.
 
 
4.5.2 The PSG Group Restructuring Conditions in –
 
 
4.5.2.1 paragraphs 4.5.1.3 and 4.5.1.8 have been inserted for the benefit of PSG
 
Group, which will be entitled, in its sole discretion, to waive fulfilment of such
 
conditions precedent, in whole or in part; and
 
 
4.5.2.2 the remainder of the PSG Group Restructuring Conditions cannot be waived.
 
 
4.5.3 PSG Group may, at any time, extend the date for fulfilment of the PSG Group
 
Restructuring Conditions.
 
 
4.6 Fractional Entitlements in respect of the PSG Group Unbundling
 
 
4.6.1 Where a PSG Group Shareholder’s entitlement to the Unbundled Shares in terms
 
of the PSG Group Unbundling, calculated in accordance with the respective
 
distribution ratios, gives rise to a fraction of any Unbundled Shares, such fraction
 
will be rounded down to the nearest whole number, resulting in allocations of whole
 
Unbundled Shares and a cash payment in respect of the fraction to such PSG
 
Group Shareholders. The remaining fractions of Unbundled Shares will be
 
bundled and sold on the market for the benefit of the relevant PSG Group
 
Shareholders to fund the cash payment referred to above.
 
 
4.6.2 In accordance with the JSE Listings Requirements, the weighted average traded
 
price for the Unbundled Shares on the last day to trade, plus one business day,
 
less 10%, will be used to calculate the cash value for the respective fractions of
 
the Unbundled Shares to be paid to the applicable PSG Group Shareholders.
 
 
4.6.3 Certificated Shareholders whose bank account details are not held by the Transfer
 
Secretaries, are requested to provide such details to the Transfer Secretaries to
 
enable payment of the cash amount due for the aforementioned fractions of the
 
Unbundled Shares. Should no details be on record, the funds will be held by the
 
Company in trust until such time as the details have been provided and the cash
 
fraction will thereafter be paid to the PSG Group Shareholder upon its request
 
without interest, subject to the applicable laws of prescription.
 
 
4.7 Implementation of the PSG Group Unbundling
 
 
4.7.1 Under the PSG Group Unbundling, PSG Group Shareholders will receive the
 
Unbundled Shares in Dematerialised form only.
 
 
4.7.2 Accordingly, all Certificated Shareholders wishing to receive their Unbundled
 
Shares must appoint a CSDP under the terms of the Financial Markets Act, directly
 
or through a Broker, to receive the Unbundled Shares on their behalf.
 
 
4.7.3 Should a Certificated Shareholder not appoint a CSDP under the terms of the
 
Financial Markets Act, directly or through a Broker, to receive the Unbundled
 
Shares on its behalf, such PSG Group Shareholder will be issued with a statement
 
of allocation, reflecting its Unbundled Shares, by the Transfer Secretaries. Such
 
PSG Group Shareholders can thereafter instruct the Transfer Secretaries to
 
transfer their Unbundled Shares, represented by the statement of allocation, to
 
their appointed CSDP or can instruct the Transfer Secretaries to issue them, at
 
their own risk, with a share certificate(s) at any time following the PSG Group
 
Unbundling.
 
 
4.7.4 If a PSG Group Shareholder is in any doubt as to what action to take in respect of
 
the PSG Group Unbundling, such PSG Group Shareholder should consult its
 
Broker, CSDP, banker, attorney or other professional advisor.
 
 
4.7.5 The PSG Group Unbundling is subject to the PSG Group Restructuring Conditions
 
set out above.
 
 
4.8 Implementation of the PSG Group Scheme
 
 
4.8.1 The PSG Group Scheme will be proposed by the PSG Group Board between PSG
 
Group and the Exiting Shareholders.
 
 
4.8.2 The Exiting Shareholders shall receive the cash scheme consideration of R23.00
 
per PSG Group Share repurchased from the relevant PSG Group Shareholder by
 
PSG Group, subject to a potential adjustment in terms of paragraph 4.14 below.
 
 
4.8.3 The PSG Group Scheme is subject to the PSG Group Restructuring Conditions
 
set out above.
 
 
4.9 Cash Confirmation
 
 
In accordance with Regulation 111(4) and Regulation 111(5) of the Companies
 
Regulations, PSG Group has provided an irrevocable bank guarantee to the TRP
 
which confirms that PSG Group will have sufficient cash resources in terms of
 
Regulation 111 to satisfy payment of the maximum possible consideration in respect
 
of the PSG Group Scheme.
 
 
4.10 Concert Parties
 
 
4.10.1 The Remaining Shareholders may be deemed to be concert parties with PSG
 
Group for purposes of the PSG Group Restructuring, as each of the Remaining
 
Shareholders has in principle agreed to remain PSG Group Shareholders
 
following the implementation of the PSG Group Restructuring.
 
 
4.10.2 The Remaining Shareholders hold, in aggregate, 34.6% of the total number of
 
issued PSG Group Shares (net of treasury shares).
 
 
4.11 Delisting of the PSG Group Shares
 
 
Should the PSG Group Unbundling and the PSG Group Scheme be implemented,
 
the listing of the PSG Group Shares on the Main Board of the JSE will be terminated
 
immediately thereafter.
 
 
4.12 Tax considerations in relation to the PSG Group Restructuring and Foreign
 
Shareholders
 
 
4.12.1 PSG Group Shareholders are advised to consult their own tax advisors regarding
 
the tax consequences of the PSG Group Restructuring.
 
 
4.12.2 Insofar as the PSG Group Unbundling is concerned –
 
 
4.12.2.1 it is expected that the PSG Group Unbundling will qualify as an unbundling
 
transaction for purposes of section 46 of the Income Tax Act and will result in
 
rollover relief being provided to PSG Group and the PSG Group Shareholders.
 
However, PSG Group will incur capital gains tax (and also dividend withholding
 
tax in the case of disqualified person PSG Group Shareholders, if any) in
 
respect of the PSG Group Unbundling to disqualified person PSG Group
 
Shareholders, as defined in the Income Tax Act. Generally, a disqualified
 
person in relation to an unbundling is any person who will not be subject to tax
 
on a subsequent disposal of the Unbundled Shares (such as, for example,
 
Foreign Shareholders, retirement funds, government and public benefit
 
organisations) and who hold 5% or more of the shares in the unbundling
 
company, in this case PSG Group. The tax consequences for Foreign
 
Shareholders should be confirmed by such Foreign Shareholders with their
 
advisors;
 
 
4.12.2.2 the receipt of the Unbundled Shares in terms of the PSG Group Unbundling by
 
PSG Group Shareholders resident in South Africa should qualify for tax rollover
 
relief;
 
 
4.12.2.3 any PSG Group Shareholder holding PSG Group Shares as trading stock or on
 
capital account, as the case may be, will be deemed to acquire the Unbundled
 
Shares as trading stock or as capital assets on the same basis. Subject to
 
confirmation from SARS, the PSG Group Shareholders must allocate a portion
 
of the expenditure or base cost in respect of the PSG Group Shares to the
 
Unbundled Shares and reduce the expenditure or base cost in respect of the
 
PSG Group Shares accordingly. The PSG Group Shareholders will be deemed
 
to have incurred the expenditure or base cost allocated to the Unbundled
 
Shares on the same date that it was incurred in respect of the PSG Group
 
Shares;
 
 
4.12.2.4 subject to confirmation from SARS, the expenditure or base cost, as the case
 
may be, to be allocated to the Unbundled Shares on a proportionate basis will
 
be determined by applying the ratio that the market value of Unbundled Shares,
 
as at the last day to trade PSG Group Shares in order to be recorded in the
 
Register to participate in the PSG Group Unbundling, plus one business day,
 
bears to the sum of the market value, at the end of that day, of the Unbundled
 
Shares and the PSG Group Shares;
 
 
4.12.2.5 PSG Group will advise PSG Group Shareholders of the specified ratio at which
 
the expenditure or base cost, as the case may be, must be allocated between
 
the PSG Group Shares and the Unbundled Shares by way of an announcement
 
expected to be published on SENS on the business day immediately preceding
 
the record date for the PSG Group Unbundling. The allocated expenditure or
 
base cost, as the case may be, must be used in the determination of any profits
 
or losses or capital gains or losses, as the case may be, derived on any future
 
disposals of the PSG Group Shares and/or the Unbundled Shares;
 
 
4.12.2.6 in terms of sections 46(5) and 46(5A) of the Income Tax Act, the distribution of
 
the Unbundled Shares must be disregarded for dividends tax purposes and
 
must also not be treated as a return of capital for purposes of paragraph 76B
 
of the Eighth Schedule to the Income Tax Act;
 
 
4.12.2.7 the distribution of the Unbundled Shares to PSG Group Shareholders will be
 
exempt from the payment of any securities transfer tax.
 
 
4.12.3 Insofar as the PSG Group Scheme is concerned, it is anticipated that the specific
 
repurchase will not be funded by PSG Group from contributed tax capital, resulting
 
in it being treated as a dividend. In this context, a dividend will be subject to
 
dividend withholding tax unless there is a specific exemption that applies to, inter
 
alia, resident companies of South Africa. Securities transfer tax will be payable in
 
respect of the PSG Group Scheme, which will be funded by the Company.
 
 
4.13 PSG Group 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 and the PSG Group Scheme 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.
 
 
4.14 Potential adjustment to cash scheme consideration
 
 
4.14.1 Please note that the cash scheme consideration of R23 per Share may be reduced
 
as per the table below. In terms of the relevant tax legislation dealing with
 
unbundlings, and particularly insofar it pertains to unbundling distributions made
 
to disqualified person shareholders, an unbundling company such as PSG Group
 
has no certainty regarding its potential tax exposure unless there is a mechanism
 
in place to regulate same and to provide certainty regarding the cash requirements
 
to implement a proposed transaction such as the PSG Group Restructuring.
 
Following below is the mechanism to be utilised to regulate such exposure, of
 
which more detail will be included in the Circular.
 
 
4.14.2 At the time of this Firm Intention Announcement, the Government Employees
 
Pension Fund (“GEPF”), being a disqualified person shareholder, holds
 
approximately 12.9% in the net issued share capital of PSG Group, with the capital
 
gains tax (“CGT”) payable pursuant thereto having been taken into consideration
 
to derive at the cash scheme consideration of R23 per Share. The calculation of
 
the CGT liability of PSG Group is thus based on a percentage equal to 12.9%.
 
PSG Group’s tax liability in respect of this transaction, and therefore the PSG
 
Group Scheme’s cash consideration, have been based on the aforesaid.
 
 
4.14.3 The final tax liability will only be determinable on or about the applicable last date
 
to trade prior to implementation of the PSG Group Unbundling, once certainty
 
regarding the extent of the disqualified person shareholding in PSG Group at such
 
time and the related underlying tax consequences are obtained. If there is no
 
change, for example, in the disqualified person shareholding in PSG Group and
 
the percentage holding thereof, the cash consideration for the PSG Group Scheme
 
will remain unchanged at R23 per Share. However, PSG Group has no control
 
over, inter alia, the extent of such disqualified person shareholding. Accordingly,
 
should PSG Group’s tax liability increase due to changes as per the above on or
 
before the applicable last date to trade prior to implementation of the PSG Group
 
Unbundling, the cash consideration of the PSG Group Scheme will potentially be
 
adjusted as set out below for illustrative purposes (this will only occur if the tax
 
circumstances change):
 
 
 
Adjustment to PSG Group Scheme PSG Group Scheme cash
 
cash consideration per Share consideration per Share
 
Increased
 
disqualified only CGT CGT and DWT* only CGT CGT and DWT*
 
persons
 
shareholding Rand Rand Rand Rand
 
 
 
No additional - - 23.00 23.00
 
5% additional (0.63) (1.32) 22.37 21.68
 
10% additional (1.30) (2.69) 21.70 20.31
 
 
 
* Assuming a reduced DWT rate of 15% in respect of disqualified person PSG Group
 
Shareholders.
 
 
A detailed schedule of scenarios will be included in the Circular, and factored in the
 
independent expert’s report. Please note that, in the unlikely event of an adjustment to
 
the PSG Group scheme cash consideration occurring, such reduction will not result in
 
the cash consideration reducing to below R20.31 per Share and that this value is
 
therefore the minimum amount that Exiting Shareholders will receive in terms of the PSG
 
Group Scheme, upon it becoming unconditional and being implemented. PSG Group
 
Shareholders will be updated on the state of affairs prior to the General Meeting.
 
 
5. FOREIGN SHAREHOLDERS
 
 
5.1 No action has been taken by PSG Group to obtain any approval, authorisation or
 
exemption to permit the distribution of the Unbundled Shares and/or the PSG Group
 
Scheme or the possession or distribution of this Firm Intention Announcement (or any
 
other publicity material relating to the Unbundled Shares) in any jurisdictions other
 
than South Africa.
 
 
5.2 The PSG Group Unbundling and the PSG Group Scheme are being conducted under
 
the procedural requirements and disclosure standards of South Africa which may be
 
different from those applicable in other jurisdictions. The legal implications of the PSG
 
Group Unbundling and the PSG Group Scheme on persons resident or located in
 
jurisdictions outside of South Africa may be affected by the laws of the relevant
 
jurisdiction. Such persons should consult their professional advisors and inform
 
themselves about any applicable legal requirements, which they are obligated to
 
observe. It is the responsibility of any such persons participating in the PSG Group
 
Unbundling and the PSG Group Scheme to satisfy themselves as to the full
 
observance of the laws of the relevant jurisdiction in connection therewith.
 
 
5.3 Foreign Shareholders should refer to and take into account the disclaimers set out at
 
the end of this Firm Intention Announcement and to be contained in the Circular in
 
relation to those jurisdictions.
 
 
6. EXCHANGE CONTROL
 
 
6.1 The Company will apply for the requisite exchange control approval from the
 
Financial Surveillance Department of the South African Reserve Bank for the PSG
 
Group Unbundling and the PSG Group Scheme.
 
 
6.2 The Exchange Control Regulations provide for restrictions on the exportation of
 
capital from the Common Monetary Area. The Common Monetary Area consists of
 
South Africa, the Republic of Namibia and the Kingdoms of Lesotho and eSwatini.
 
Transactions between residents of the countries comprising the Common Monetary
 
Area and foreigners are subject to Exchange Control Regulations provisions, which
 
are administered by the South African Reserve Bank (“SARB”).
 
 
6.3 Various reforms have been made to the Exchange Control Regulations with a view
 
to relax the rules pertaining to foreign investments. A considerable degree of flexibility
 
is built into the system and the SARB has substantial discretionary powers in
 
approving or rejecting a specific application that has been submitted through an
 
authorised dealer in foreign exchange appointed by the SARB (“Authorised
 
Dealer”). The relaxations of the provisions of the Exchange Control Regulations are
 
contained in the Currency and Exchanges Manual for Authorised Dealers (“AD
 
Manual”). As provided for in the Exchange Control Regulations, the SARB has also
 
delegated to Authorised Dealers the power to approve certain transactions, without
 
the SARB’s prior approval.
 
 
6.4 It was announced in the 2020 South African Budget that the Exchange Control
 
Regulations will be replaced by a new capital flow management framework and
 
regulations. Previously a distinction was made between residents, non-residents and
 
emigrants. The concept of “emigration” as recognised by SARB is being phased out
 
with effect from 1 March 2021. Exchange Control Circular 6/2021 dated
 
26 February 2021 and 8/2021 dated 21 May 2021 set out the changes in relation to
 
emigrants with effect from 1 March 2021. From this date, natural person residents
 
and natural person emigrants are treated identically. The process of blocking an
 
emigrant’s remaining assets fell away and is treated as normal fund transfers in line
 
with any other foreign capital allowance transfer. Authorised Dealers can now allow
 
the transfer of assets of an emigrant abroad provided the natural person has ceased
 
to be a resident of South Africa, has obtained a tax compliance status confirmation
 
from SARS and is tax compliant upon verification of such confirmation. To ensure a
 
smooth transition from the previous framework to the new framework, natural persons
 
that applied to emigrate under the previous framework by obtaining an MP336(b)
 
form that was attested to by an Authorised Dealer on or before 28 February 2021, will
 
be dealt with under the previous framework should their emigration applications have
 
been approved on or before 28 February 2021. PSG Group Shareholders should
 
consult their relevant Authorised Dealer should they be unsure of their status or the
 
way in which they need to deal with the Unbundled Shares or the proceeds from the
 
PSG Group Scheme.
 
 
6.5 Securities control with regard to natural persons will continue to apply until
 
discussions with various stakeholders have been finalised. There are no restrictions
 
on the part of residents to receive their Unbundled Shares. With reference to non-
 
residents, generally in the case of Dematerialised shares, the Unbundled Shares will
 
be credited directly to the share account of the relevant CSDP or Broker controlling
 
their portfolios and an appropriate electronic entry will be made in the relevant register
 
reflecting a “non-resident” endorsement. A similar process applies to Unbundled
 
Shares held by emigrants as these shares will be credited to the emigrant’s share
 
account of the relevant CSDP or Broker controlling their remaining portfolios and a
 
similar electronic entry will be made in the relevant register reflecting a “non-resident”
 
endorsement (which may be held to the order of the Authorised Dealer concerned
 
under whose auspices the person’s remaining assets are held, should it be relevant
 
in the case of emigrants).
 
 
6.6 In the case of Certificated Shares held by non-residents, the Unbundled Shares will
 
be endorsed “non-resident”. In the case of emigrants, the share certificates will
 
equally be endorsed “non-resident” (to be deposited with the Authorised Dealer under
 
whose auspices the remaining assets are held in appropriate cases in the case of an
 
emigrant or where the PSG Group Shares have been restrictively endorsed, it being
 
noted that it would be up to the relevant PSG Group Shareholder to notify the
 
Authorised Dealer).
 
 
6.7 Generally, the CSDP or the Broker will ensure that all requirements of the Exchange
 
Control Regulations will be adhered to in respect of their clients, whether the shares
 
are held in dematerialised or certificated format.
 
 
6.8 Payment of the proceeds of the PSG Group Scheme will be made into the account
 
of the relevant CSDP or Broker as the case may be.
 
 
6.9 PSG Group Shareholders who are not resident in, or whose registered addresses are
 
outside the Common Monetary Area, will need to comply with the Exchange Control
 
Regulations as set out at the end of this Firm Intention Announcement in relation to
 
those jurisdictions.
 
 
6.10 If PSG Group Shareholders are in any doubt as to what action to take, they should
 
consult their professional advisors.
 
 
7. BUSINESS, STRATEGY AND PROSPECTS OF PSG GROUP AFTER THE PSG
 
GROUP RESTRUCTURING
 
 
Following the PSG Group Restructuring, PSG Group will continue to operate, albeit as
 
an unlisted investment holding company, focusing on its remaining assets comprising
 
mainly its investments in Zeder and PSG Alpha (the latter which holds predominantly
 
early-stage investments and a remaining shareholding in Stadio), as well as making
 
further investments as and when opportune, always with the objective of creating wealth
 
on a per share basis for Remaining Shareholders.
 
 
8. SALIENT DATES AND TIMES
 
 
The salient dates and times of the PSG Group Restructuring will be announced on SENS
 
when the Circular is distributed.
 
 
9. CIRCULAR AND IMPLEMENTATION
 
 
9.1 The information contained in this Firm Intention Announcement should be read in
 
conjunction with the terms of, and subject to, the disclaimers to be contained in the
 
Circular. The Circular will contain full details of the PSG Group Restructuring and will
 
incorporate a notice convening the General Meeting of PSG Group Shareholders in
 
order to consider and, if deemed fit, to pass, with or without modification, the
 
resolutions set out therein.
 
 
9.2 The Circular is anticipated to be distributed to PSG Group Shareholders on or about
 
Thursday, 23 June 2022. A copy of the Circular will also be available on SENS and
 
on PSG Group’s website (http://www.psggroup.co.za) from the date of distribution.
 
 
9.3 A detailed timetable will be contained in the Circular and be announced on SENS,
 
which will detail the last dates to trade, record dates and other dates relevant to the
 
General Meeting and implementation of the PSG Group Restructuring, including the
 
date from which trading in PSG Group Shares will be suspended.
 
 
9.4 The implementation date of the PSG Group Restructuring is anticipated to be on or
 
about the end of August 2022.
 
 
10. RESPONSIBILITY STATEMENT
 
 
The Independent Board individually and collectively accepts full responsibility for the
 
accuracy of the information contained in this Firm Intention Announcement. In addition,
 
the Independent Board certifies that to the best of its knowledge and belief, the
 
information contained in this Firm Intention Announcement solely pertaining to the
 
Company is true and, where appropriate, does not omit anything that is likely to affect
 
the importance of the information contained herein, and that all reasonable enquiries to
 
ascertain such information have been made.
 
 
The PSG Group Board (excluding the members of the Independent Board) (“Board”)
 
individually and collectively accepts full responsibility for the accuracy of the information
 
contained in this Firm Intention Announcement. In addition, the Board certifies that to
 
the best of its knowledge and belief, the information contained in this Firm Intention
 
Announcement solely pertaining to the Company is true and, where appropriate, does
 
not omit anything that is likely to affect the importance of the information contained
 
herein, and that all reasonable enquiries to ascertain such information have been made.
 
 
11. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
 
 
PSG Group Shareholders are advised that, as a result of the publication of this Firm
 
Intention Announcement, the Detailed Cautionary Announcement and its renewal
 
released on SENS on 1 March 2022 and 13 April 2022, respectively, are hereby
 
withdrawn.
 
 
Stellenbosch
 
25 April 2022
 
 
Transaction Advisor and Sponsor – PSG Capital
 
 
Independent Joint Sponsor – Tamela Holdings Proprietary Limited
 
 
Legal Advisor as to South African law – Cliffe Dekker Hofmeyr Incorporated
 
 
Legal Advisor as to US and UK law – Goodwin Procter LLP
 
 
 
DEFINITIONS
 
 
In this Firm Intention Announcement, unless the context indicates the contrary, the following
 
expressions have the meanings given to them below:
 
 
i. “Broker” means any person registered as a “broking member (equities)” in accordance
 
with the provisions of the Financial Markets Act;
 
 
ii. “Capitec” means Capitec Bank Holdings Limited (registration number 1999/025903/06), a
 
public company incorporated under the laws of South Africa, the ordinary shares of which
 
are listed on the JSE;
 
 
iii. “CA&S” means CA Sales Holdings Limited (registration number 2011/143100/06), a public
 
company incorporated under the laws of South Africa, the ordinary shares of which are to
 
be listed on the JSE;
 
 
iv. “CA&S Shares” means ordinary shares with no par value in the issued share capital of
 
CA&S;
 
 
v. “CA&S Unbundled Shares” means 217,002,911 CA&S Shares, comprising approximately
 
47 percent of the total issued share capital of CA&S, that will be distributed by PSG Group
 
to PSG Group Shareholders in terms of the PSG Group Unbundling;
 
 
vi. “Certificated Shares” means Shares which are not Dematerialised, title to which is
 
represented by a share certificate or other Document of Title;
 
 
vii. “Certificated Shareholders” means registered holders of Certificated Shares;
 
 
viii. “Circular” means the circular expected to be posted to PSG Group Shareholders detailing,
 
inter alia, the terms and mechanics of the PSG Group Restructuring;
 
 
ix. “Companies Act” means the Companies Act, 2008 (Act No. 71 of 2008), as amended from
 
time to time;
 
 
x. “Companies Regulations” means the Companies Regulations, 2011, promulgated under
 
the Companies Act, as amended from time to time;
 
 
xi. “Competition Act” means the Competition Act, 1998 (Act No. 89 of 1998), as amended
 
from time to time;
 
 
xii. “Competition Authorities” means the commission established pursuant to Chapter 4,
 
Part A of the Competition Act or the tribunal established pursuant to Chapter 4, Part B of
 
the Competition Act or the appeal court established pursuant to Chapter 4, Part C of the
 
Competition Act or the Constitutional Court, as the case may be, and any competition
 
authority in any other jurisdiction (outside of South Africa) whose approval or consent may
 
be required for the implementation of the PSG Group Restructuring or any portion thereof;
 
 
xiii. “CSDP” means a central securities depository participant registered in terms of the
 
Financial Markets Act with whom a beneficial holder of shares holds a Dematerialised
 
share;
 
 
xiv. “Curro” means Curro Holdings Limited (registration number 1998/025801/06), a public
 
company incorporated under the laws of South Africa, the ordinary shares of which are
 
listed on the JSE;
 
 
xv. “Curro Shares” means ordinary shares with no par value in the issued share capital of
 
Curro;
 
 
xvi. “Curro Unbundled Shares” means 380,191,455 Curro Shares, comprising approximately
 
63.6 percent of the total issued share capital of Curro, that will be distributed by PSG Group
 
to PSG Group Shareholders in terms of the PSG Group Unbundling;
 
 
xvii. “Delisting” means the delisting of the ordinary shares in PSG Group from the JSE;
 
 
xviii. “Dematerialisation” means the process by which securities held in certificated form are
 
converted to or held in electronic form as uncertificated securities and recorded as such in
 
a sub-register of security holders maintained by a CSDP, and “Dematerialised” shall bear
 
the corresponding meaning;
 
 
xix. “Dematerialised Shareholders” means PSG Group Shareholders who hold
 
Dematerialised Shares;
 
 
xx. “Documents of Title” means the share certificates, certified transfer deed, balance
 
receipts or any other documents of title to Certificated Shares acceptable to PSG Group;
 
 
xxi. “Exchange Control Regulations” means the South African Exchange Control
 
Regulations, promulgated in terms of the South African Currency and Exchanges Act, 1933
 
(Act No. 9 of 1933), as amended from time to time;
 
 
xxii. “Exiting Shareholders” means those PSG Group Shareholders that will dispose of their
 
PSG Group Shares pursuant to the PSG Group Scheme, being all PSG Group
 
Shareholders other than the Remaining Shareholders;
 
 
xxiii. “Financial Markets Act” means the Financial Markets Act, 2012 (Act No. 19 of 2012), as
 
amended from time to time;
 
 
xxiv. “Firm Intention Announcement” means this firm intention announcement published on
 
SENS by PSG Group;
 
 
xxv. "Foreign Shareholders" means PSG Group Shareholders that are registered in a
 
jurisdiction outside of South Africa, or who are resident, domiciled or located in, or who are
 
citizens of a jurisdiction other than South Africa;
 
 
xxvi. “General Meeting” means the general meeting of PSG Group Shareholders to be
 
convened in order for PSG Group Shareholders to consider and, if deemed fit, to pass,
 
with or without modification, the resolutions required to give effect to the PSG Group
 
Restructuring;
 
 
xxvii. “Income Tax Act” means the Income Tax Act, 1962 (Act No. 58 of 1962), as amended
 
from time to time;
 
 
xxviii. “Independent Board” means those independent non-executive directors of PSG Group
 
who have been appointed as the independent board of the Company in respect of the PSG
 
Group Restructuring, for purpose of the Companies Act and the Companies Regulations,
 
and comprising Mr PE Burton, Ms AM Hlobo and Ms B Mathews;
 
 
xxix. “Independent Expert” means the independent expert to be appointed by the Independent
 
Board as the independent expert in respect of the PSG Group Restructuring, for purposes
 
of the Companies Act and the Companies Regulations;
 
 
xxx. “JSE” means JSE Limited (registration number 2005/022939/06), a public company
 
incorporated under the laws of South Africa, and which is licensed as an exchange in terms
 
of the Financial Markets Act;
 
 
xxxi. “JSE Listings Requirements” means the Listings Requirements of the JSE;
 
 
xxxii. “Kaap Agri” means Kaap Agri Limited (registration number 2011/113185/06), a public
 
company incorporated under the laws of South Africa, the ordinary shares of which are
 
listed on the JSE;
 
 
xxxiii. “Kaap Agri Shares” means ordinary shares with no par value in the issued share capital
 
of Kaap Agri;
 
 
xxxiv. “Kaap Agri Unbundled Shares” means, subject to PSG Group obtaining the required
 
additional shares in Kaap Agri, 25,885,426 Kaap Agri Shares, comprising approximately
 
34.9 percent of the total issued share capital of Kaap Agri, that will be distributed by PSG
 
Group to PSG Group Shareholders in terms of the PSG Group Unbundling;
 
 
xxxv. “PSG Alpha” means PSG Alpha Investments Proprietary Limited (registration number
 
2009/022552/07), a private company incorporated under the laws of South Africa and a
 
98.3%-held subsidiary of PSG Group;
 
 
xxxvi. "PSG Group Board" means the board of directors of PSG Group from time to time;
 
 
xxxvii. “PSG Group Restructuring” means, collectively, the internal restructuring steps of PSG
 
Group, the PSG Group Unbundling, the PSG Group Scheme and the Delisting;
 
 
xxxviii. “PSG Group Restructuring Conditions” means the conditions precedent to which the
 
PSG Group Restructuring is subject, as set out in paragraph 4.5 of this Firm Intention
 
Announcement;
 
 
xxxix. “PSG Group Scheme” means the repurchase by PSG Group of the ordinary shares held
 
by the Exiting Shareholders comprising approximately 65 percent of the issued ordinary
 
shares (net of treasury shares) in the share capital of PSG Group by way of a scheme of
 
arrangement in terms of section 114 of the Companies Act;
 
 
xl. “PSG Group Shareholders” means registered holders of Shares;
 
 
xli. “PSG Group Unbundling” means the proposed unbundling and distribution in specie by
 
PSG Group of the PSG Konsult Unbundled Shares, Curro Unbundled Shares, Kaap Agri
 
Unbundled Shares, CA&S Unbundled Shares and Stadio Unbundled Shares to PSG Group
 
Shareholders;
 
 
xlii. “PSG Konsult” means PSG Konsult Limited (registration number 1993/003941/06), a
 
public company incorporated under the laws of South Africa, the ordinary shares of which
 
are listed on the JSE;
 
 
xliii. “PSG Konsult Shares” means ordinary shares with no par value in the issued share capital
 
of PSG Konsult;
 
 
xliv. “PSG Konsult Unbundled Shares” means 810,058,551 PSG Konsult Shares, comprising
 
approximately 60.8 percent of the total issued share capital of PSG Konsult, that will be
 
distributed by PSG Group to PSG Group Shareholders in terms of the PSG Group
 
Unbundling;
 
 
xlv. “Register” means the securities register of PSG Group;
 
 
xlvi. “Remaining Shareholders” means the holders of the Remaining Shareholding;
 
 
xlvii. “Remaining Shareholding” means the shareholding in PSG Group of predominantly the
 
executive management of PSG Group and PSG Alpha, the founders of PSG Group and
 
their immediate family members;
 
 
xlviii. “SENS” means the Stock Exchange News Service of the JSE;
 
 
xlix. “Shares” or “PSG Group Shares” means ordinary shares with no par value in the issued
 
share capital of the Company;
 
 
l. "South Africa" means the Republic of South Africa;
 
 
li. “Stadio” means Stadio Holdings Limited (registration number 2016/371398/06), a public
 
company incorporated under the laws of South Africa, the ordinary shares of which are
 
listed on the JSE;
 
 
lii. “Stadio Shares” means ordinary shares with no par value in the issued share capital of
 
Stadio;
 
 
liii. “Stadio Unbundled Shares” means 212,896,371 Stadio Shares, comprising
 
approximately 25.1 percent of the total issued share capital of Stadio, that will be
 
distributed by PSG Group to PSG Group Shareholders in terms of the PSG Group
 
Unbundling;
 
 
liv. “Transfer Secretaries” means Computershare Investor Services Proprietary Limited
 
(registration number 2004/003647/07), a private company incorporated under the laws of
 
South Africa, being the transfer secretaries of PSG Group;
 
 
lv. “TRP” means the Takeover Regulation Panel established in terms of section 196 of the
 
Companies Act;
 
 
lvi. “Unbundled Shares” means collectively, the CA&S Unbundled Shares, Curro Unbundled
 
Shares, Kaap Agri Unbundled Shares, PSG Konsult Unbundled Shares and the Stadio
 
Unbundled Shares; and
 
 
lvii. “Zeder” means Zeder Investments Limited (registration number 2006/019240/06), a public
 
company incorporated under the laws of South Africa, the ordinary shares of which are
 
listed on the JSE.
 
 
Disclaimers
 
 
The release, publication or distribution of this Firm Intention Announcement in jurisdictions
 
other than South Africa may be restricted by law. The distribution of the Unbundled Shares to
 
Foreign Shareholders in terms of the PSG Group Unbundling or the transfer of PSG Group
 
Shares in terms of the PSG Group Scheme may be affected by the laws of the relevant Foreign
 
Shareholders’ jurisdictions. In this regard, Foreign Shareholders are referred to the further
 
details set out below.
 
 
Foreign Shareholders: General
 
 
No action has been taken by PSG Group to obtain any approval, authorisation or exemption
 
to permit the distribution of the Unbundled Shares or the PSG Group Scheme or the
 
possession or distribution of this Firm Intention Announcement (or any other publicity material
 
relating to the Unbundled Shares or the PSG Group Shares in terms of the PSG Group
 
Scheme) in any jurisdictions other than South Africa.
 
 
The PSG Group Restructuring is being conducted under the procedural requirements and
 
disclosure standards of South Africa which may be different from those applicable in other
 
jurisdictions. The legal implications of the PSG Group Restructuring on persons resident or
 
located in jurisdictions outside of South Africa may be affected by the laws of the relevant
 
jurisdiction. Such persons should consult their professional advisors and inform themselves
 
about any applicable legal requirements, which they are obligated to observe. It is the
 
responsibility of any such persons participating in the PSG Group Restructuring to satisfy
 
themselves as to the full observance of the laws of the relevant jurisdiction in connection
 
therewith.
 
 
Foreign Shareholders should refer to and take into account the disclaimers set out in this Firm
 
Intention Announcement and to be contained in the Circular in relation to those jurisdictions.
 
 
Foreign Shareholders should nevertheless consult their own professional advisors and satisfy
 
themselves as to the applicable legal requirements in their jurisdictions.
 
 
Notice to Foreign Shareholders located in the United States
 
 
This Firm Intention Announcement is not an offer of securities for sale in the United States of
 
America ("US"). The Unbundled Shares and the PSG Group Shares have not been and will
 
not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”),
 
or with any regulatory authority of any state or other jurisdiction in the US and may not be
 
offered, sold, exercised, transferred or delivered, directly or indirectly, in or into the US at any
 
time except pursuant to an exemption from, or in a transaction not subject to, the registration
 
requirements of the US Securities Act and applicable state and other securities laws of the
 
US.
 
 
The Unbundled Shares and the PSG Group Shares have not been and will not be listed on a
 
US securities exchange or quoted on any inter-dealer quotation system in the US. The
 
Company does not intend to take any action to facilitate a market in the Unbundled Shares or
 
the PSG Group Shares in the US. Consequently, it is unlikely that an active trading market in
 
the US will develop for the Unbundled Shares or the PSG Group Shares.
 
 
The Unbundled Shares and the PSG Group Shares have not been approved or disapproved
 
by the US Securities and Exchange Commission, any state securities commission in the US
 
or any other regulatory authority in the US, nor have any of the foregoing authorities passed
 
comment on, or endorsed the merit of, the PSG Group Restructuring or the accuracy or the
 
adequacy of this Firm Intention Announcement or the information contained herein. Any
 
representation to the contrary is a criminal offence in the US.
 
 
Notice to Foreign Shareholders located in the European Economic Area (“EEA”) and
 
the United Kingdom ("UK")
 
 
This Firm Intention Announcement is not a prospectus, for the purposes of the Prospectus
 
Regulation (EU) 2017/1129 or Regulation (EU) No 2017/1129 as amended by The Prospectus
 
(Amendment etc.) (EU Exit) Regulations 2019, which is part of UK law by virtue of the
 
European Union (Withdrawal) Act 2018 as amended, on the basis that the Unbundled Shares
 
and the PSG Group Shares are not being admitted to trading on a regulated market situated
 
or operating within the EEA or the UK, nor is there an offer to the public in respect of the
 
Unbundled Shares or the PSG Group Shares in any member state of the EEA or in the UK.
 
Accordingly, any person making or intending to make any offer for the Unbundled Shares or
 
the PSG Group Shares should only do so in circumstances in which no obligation arises for
 
PSG Group or the issuers of the Unbundled Shares to produce a prospectus for such offer.
 
The Company has not authorised the making of any offer for the Unbundled Shares or the
 
PSG Group Shares through any financial intermediary.
 
 
Date: 25-04-2022 07:55:00
 
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.