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. INTRODUCTION
 
 
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
 
Unbundling.
 
 
2.2 In addition, the PSG Group Restructuring Conditions include, at paragraph 3.3.2.8 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
 
Shareholders.
 
 
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
 
Scheme Share.
 
 
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 3.3.2.5 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 3.3.2.6 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
 
Listings Requirements.
 
 
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.
 
 
Stellenbosch
 
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
 
 
Disclaimers
 
 
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 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
 
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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