PSG
 
PSG - PSG GROUP - Internal restructuring, listing and rights offer in respect
 
of a subsidiary, Paladin Capital Limited
 
PSG GROUP LIMITED
 
Incorporated in the Republic of South Africa
 
Registration number 1970/008484/06
 
JSE share code: PSG ISIN: ZAE000013017
 
("PSG Group")
 
INTERNAL RESTRUCTURING, LISTING AND RIGHTS OFFER IN RESPECT OF A SUBSIDIARY,
 
PALADIN CAPITAL LIMITED ("Paladin" or "the Company")
 
1. INTRODUCTION
 
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").
 
2. DETAILS OF PALADIN
 
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.
 
3. INTERNAL RESTRUCTURING
 
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.
 
4. LISTING ON ALTX
 
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.
 
5. RIGHTS OFFER
 
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
 
course.
 
6. FINANCIAL EFFECTS
 
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.
 
Stellenbosch
 
13 August 2009
 
PSG Capital (Pty) Limited: Sponsor to PSG Group and corporate advisor to
 
Paladin
 
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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