PSG Group Restructuring: Update 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”)
PSG GROUP RESTRUCTURING: UPDATE ANNOUNCEMENT
1.1 Shareholders are referred to the various announcements released by PSG Group on the
JSE’s Stock Exchange News Service (“SENS”) and the circular distributed to Shareholders
on Friday, 8 July 2022 (“Circular”), advising that, subject to the fulfilment (or where
applicable, waiver) of the PSG Group Restructuring Conditions, including receipt of the
requisite Shareholder approval, PSG Group will, as one indivisible arrangement, implement
the PSG Group Restructuring (comprising the PSG Group Unbundling, the PSG Group
Scheme and the Delisting) on the terms set out in the Circular.
1.2 All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Circular.
2. UPDATE ON DISQUALIFIED PERSON SHAREHOLDERS
2.1 As indicated in paragraph 3.14 of the Circular, the Scheme Consideration of R23.00 per
Scheme Share may be reduced, should there be an increase in the disqualified person
shareholding (as defined in Annexure 4 of the Circular) in the Company between the Last
Practicable Date (amounting to 12.9% at that date) and the record date of the PSG Group
2.2 In addition, the PSG Group Restructuring Conditions include, at paragraph 18.104.22.168 of the
Circular, the condition that by the date 10 Business Days following the General Meeting,
disqualified person Shareholders do not hold more than an additional 10% (in other words,
not more than 22.9% in aggregate) of the PSG Group Shares in issue (“Disqualified Person
Condition”). Should this condition fail and not be waived by PSG Group, the PSG Group
Restructuring will not proceed.
2.3 The General Meeting is due to be held on Wednesday, 10 August 2022, at which time
Shareholders will be requested to consider and, if deemed fit, to approve, with or without
modification, the resolutions to be proposed thereat. With this in mind, PSG Group wishes to
provide Shareholders with an update regarding the current level of disqualified person
2.4 Shareholders are advised that based on the most recent Register available to the Company
at the date of this announcement, the level of PSG Group’s disqualified person shareholding
remains unchanged at approximately 12.9%. Accordingly, based on the current level of
disqualified person Shareholders, it is not expected that the Scheme Consideration will need
to be adjusted, meaning that the Scheme Consideration is expected to remain R23.00 per
2.5 Shareholders should, however, bear in mind that the final value of the Scheme Consideration
will depend on the level of disqualified person Shareholders at the record date for the PSG
Group Unbundling. Should the PSG Group Restructuring Conditions be fulfilled (or where
applicable, waived) and the PSG Group Unbundling be implemented in line with the dates
appearing in the Salient Dates and Times section of the Circular, it is anticipated that the
final value of the Scheme Consideration will be announced on SENS on Friday,
16 September 2022.
2.6 For further details regarding the potential impact of an increased level in disqualified person
Shareholders, kindly refer to the Circular.
3. STATUS OF PSG GROUP RESTRUCTURING CONDITIONS
3.1 With reference to the PSG Group Restructuring Condition in paragraph 22.214.171.124 of the
Circular, the Company is pleased to advise that on Tuesday, 2 August 2022 the Competition
Authorities approved the PSG Group Restructuring on terms acceptable to PSG Group.
3.2 With reference to the PSG Group Restructuring Condition in paragraph 126.96.36.199 of the
Circular, on Tuesday, 2 August 2022, the Company received a binding ruling from SARS
regarding the PSG Group Unbundling on terms acceptable to PSG Group.
3.3 The PSG Group Restructuring remains subject to the fulfilment (or, where applicable, waiver)
of various PSG Group Restructuring Conditions, including, inter alia, (i) obtaining the
requisite Shareholder approval at the General Meeting, (ii) no valid demands (relating to
Appraisal Rights) being received by PSG Group from any Shareholder in terms of section
164(7) read with section 115(8) of the Companies Act, (iii) the Disqualified Person Condition
and (iv) the TRP issuing 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. RESPONSIBILITY STATEMENT
The Independent Board individually and collectively accepts full responsibility for the accuracy
of the information contained in this announcement. In addition, the Independent Board certifies
that to the best of its knowledge and belief, the information contained in this 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 or which would make any
statement false or misleading, and that all reasonable enquiries to ascertain such information
have been made and the announcement contains all information required by law and the JSE
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 announcement. In addition, the Board certifies that, to the best of its knowledge
and belief, the information contained in this 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 or which would make any statement false or misleading, and that
all reasonable enquiries to ascertain such information have been made and the announcement
contains all information required by law and the JSE Listings Requirements.
3 August 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
The release, publication or distribution of this 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 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
announcement and 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 of America (“US”)
This announcement is not an offer of securities for sale in the 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 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
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 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: 03-08-2022 08:50:00
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