PSG - PSG GROUP - Internal restructuring, listing and rights offer in respect
of a subsidiary, Paladin Capital Limited
Incorporated in the Republic of South Africa
Registration number 1970/008484/06
JSE share code: PSG ISIN: ZAE000013017
("PSG Group")
PALADIN CAPITAL LIMITED ("Paladin" or "the Company")
The board of PSG Group is pleased to announce that at the general
meeting of Paladin shareholders held on Wednesday, 12 August 2009,
Paladin shareholders unanimously approved the internal corporate
restructuring required to bring to fruition PSG Group's stated vision of
listing Paladin on the JSE Limited ("the JSE").
Paladin is PSG Group's preferred investment vehicle. Its present
investment portfolio comprises a diverse range of listed and unlisted
companies across various sectors and industries. The company's
investment mandate enables it to acquire significant stakes in
businesses with strong sustainable cash flows and with attractive long
term growth prospects. One of its major investments is a 49.0% interest
in the unlisted Thembeka Capital Limited, a black-owned and controlled
BEE company which in itself has an investment portfolio including the
JSE , Capitec Bank Holdings Limited and PSG Group. Other Paladin
investments include the listed Petmin Limited, CIC Holdings Limited and
Erbacon Investment Holdings Limited (to name a few). The Paladin board
of directors ("the Board") has valued the Company's current investment
portfolio (net of debt) at approximately R692 million. Additional
details of Paladin's investment portfolio will be provided in the
abridged pre-listing statement to be published in anticipation of
Paladin's listing per paragraph 4.
An internal corporate restructuring was required to ensure that Paladin
could list on the JSE, to accommodate the entry of new shareholders in a
listed environment and facilitate future capital raisings by the
Company. As part of such internal restructuring, a management agreement
has been concluded between Paladin and PSG Group in terms of which PSG
Group has been mandated to manage the business of Paladin. Details of
the management agreement will be contained in the pre-listing statement
that will be posted to Paladin shareholders in due course.
It is intended that Paladin will list on the Altx exchange of the JSE
("Altx ") on or about Friday, 28 August 2009 or as soon as is
practically possible thereafter. The Altx Advisory Committee has
approved such listing and the Company is in the process of obtaining the
necessary approval from the JSE's Issuer Services division. The listing
will be by way of an introduction and there will be no initial capital
raising (save for the rights offer per 5 below). Additional details of
the listing will be provided in the abridged pre-listing statement to be
published in due course.
As soon as possible after the listing of Paladin on Altx, the Company
will proceed with a renounceable rights offer in terms of which it will
seek to raise approximately R150 million (i.e. 129.31 million rights
offer shares at R1.16 each)(or such other number or price as the Board
may determine with reference to prevailing market conditions) from the
Paladin and PSG Group shareholders. In terms of the aforegoing, PSG
Group will renounce approximately 65% of its rights in favour of its
shareholders on a pro rata basis. Such PSG Group shareholders will then
be able to participate in Paladin's rights offer as if they were Paladin
shareholders. This will also contribute to an increased shareholder
spread and enhanced share liquidity. Additional details of the rights
offer will be provided in a further announcement to be published in due
The pro forma financial effects of the aforementioned internal
restructuring and the renounceable rights offer will be disclosed in a
further announcement to be published by PSG Group in due course.
13 August 2009
PSG Capital (Pty) Limited: Sponsor to PSG Group and corporate advisor to
Questco Sponsors (Pty) Limited: Designated advisor to Paladin
Date: 13/08/2009 17:38:01 Produced by the JSE SENS Department.
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