PSG
 
PSG - PSG Group Limited - Declaration announcement in respect of The
 
Paladin rights offer
 
PSG GROUP LIMITED
 
Incorporated in the Republic of South Africa
 
(Registration number 1970/008484/06)
 
JSE share code: PSG
 
PSG ISIN: ZAE000013017
 
("PSG Group")
 
DECLARATION ANNOUNCEMENT IN RESPECT OF THE PALADIN RIGHTS OFFER
 
Shareholders are referred to the SENS announcement of Thursday, 13
 
August 2009, wherein it was announced that a subsidiary of PSG Group,
 
Paladin Capital Limited ("Paladin"), would list on the Alternative
 
Exchange ("Altx") of the JSE Limited ("JSE") and raise capital as soon
 
as possible thereafter by way of a renounceable rights offer. The JSE
 
has subsequently formally approved the listing of Paladin on the Altx
 
with effect from the commencement of trade on Tuesday, 1 September
 
2009, with the abbreviated name "PALCAP", share code PLD and ISIN
 
ZAE000138970.
 
As stated in the aforementioned announcement, Paladin intends raising
 
approximately R150 million from its shareholders and from PSG Group
 
shareholders in terms of a renounceable rights offer ("rights offer").
 
In terms of the aforegoing, PSG Group will renounce approximately 64%
 
of its rights in favour of its shareholders on a pro rata basis. Such
 
PSG Group shareholders will then be able to participate in the rights
 
offer as if they were Paladin shareholders.
 
In this regard Paladin has received irrevocable undertakings from
 
certain PSG Group and Paladin directors stipulating the manner in which
 
they will deal with their rights in terms of the rights offer.
 
Paladin shareholders should take note that this declaration
 
announcement in respect of the rights offer sets out the terms of the
 
rights offer, and specifically the ratio of entitlement, applicable to
 
PSG Group shareholders only. The terms of the rights offer applicable
 
to Paladin shareholders has been released in a Paladin announcement
 
simultaneously with this announcement.
 
 
1. RENOUNCEABLE RIGHTS OFFER
 
 
In terms of the rights offer, 77 250 072 Paladin ordinary shares
 
with a par value of R0.0001 each will be renounced by PSG Group in
 
favour of its shareholders ("rights offer shares"), registered as
 
such at the close of business on Friday, 18 September 2009
 
("record date") on the basis of 1 rights offer share for every
 
2.38095 PSG Group shares held on the record date at an issue price
 
of 117 cents per rights offer share, which represents a 25%
 
discount to Paladin's intrinsic value per share.
 
 
PSG Group shareholders should take note that any rights that are
 
not accepted, renounced or sold by such shareholders will revert
 
back to PSG Group, who shall thereafter be entitled to accept,
 
renounce or sell same in its absolute discretion.
 
 
The rights offer is not subject to any minimum subscription, nor
 
will same be underwritten.
 
 
2. RATIONALE
 
 
The purpose of the rights offer is to provide Paladin with capital
 
to finance the recent acquisition of Curro Holdings (Pty) Limited,
 
a provider of private schooling, and to provide Paladin with
 
additional funding to take advantage of new opportunities that the
 
market presents.
 
 
In addition, the rights offer will improve Paladin's spread of
 
public shareholders and create more liquidity in its share.
 
 
3. PRO FORMA FINANCIAL INFORMATION
 
 
The pro forma financial effects of the rights offer on PSG Group
 
will be contained in a further announcement to be made in due
 
course.
 
 
4. SALIENT DATES AND TIMES
 
 
The salient dates and times relating to the rights offer are set
 
out below. PSG shareholders should note that such dates and times,
 
and the final terms of the rights offer, will be announced on SENS
 
on or about Friday, 4 September 2009, and in the press on or about
 
Monday, 7 September 2009.
 
 
 
 
 
2009
 
Declaration data released on SENS Wednesday, 26 August
 
 
Declaration data published in the Wednesday , 26 August
 
press
 
 
Finalisation data released on SENS Friday, 4 September
 
 
Finalisation data published in the Monday, 7 September
 
press
 
 
Last day to trade in PSG Group Friday,11 September
 
ordinary shares in order to
 
participate in the Paladin rights
 
offer (cum entitlement)
 
 
Listing of and trading in the Monday, 14 September
 
Paladin letters of allocation on
 
the JSE commences at 09:00 on
 
 
PSG Group ordinary shares commence Monday, 14 September
 
trading ex-rights on the JSE at
 
09:00 on
 
 
Record date for the rights offer Friday, 18 September
 
 
Paladin rights offer opens at Monday, 21 September
 
09:00 on
 
 
Cover letter, Paladin rights offer Monday, 21 September
 
circular and form of instruction
 
posted to PSG shareholders on
 
 
Certificated PSG shareholders will Monday, 21 September
 
have their letters of allocation
 
credited to an electronic account
 
held at the transfer secretaries
 
 
Dematerialised PSG shareholders Monday, 21 September
 
will have their accounts at their
 
CSDP or broker credited with their
 
entitlement
 
 
Last day for trading letters of Friday, 2 October
 
allocation on the JSE
 
 
Listing of Paladin rights offer Monday, 5 October
 
shares and trading therein on the
 
JSE commences
 
 
Rights offer closes at 12:00. Friday, 9 October
 
Payment to be made and form of
 
instruction lodged by certificated
 
PSG shareholders at the transfer
 
secretaries
 
 
Record date for the letters of Friday, 9 October
 
allocation
 
 
Rights offer shares issued and Monday, 12 October
 
posted to PSG shareholders in
 
certificated form on or about
 
 
CSDP or broker accounts in respect Monday, 12 October
 
of dematerialised PSG shareholders
 
will be updated with Paladin
 
rights offer shares and debited
 
with any payments due on
 
 
Results of rights offer announced Monday, 12 October
 
on SENS
 
 
Results of rights offer published Tuesday, 13 October
 
in the press
 
 
Notes:
 
 
1. Unless otherwise indicated, all times are South African times, and
 
are subject to change. All changes will be announced on SENS.
 
 
2. Shareholders may not dematerialise or rematerialise their PSG
 
Group ordinary shares between Monday, 14 September 2009 and Friday, 18
 
September 2009, both dates inclusive.
 
 
3. CSDPs to effect delivery in respect of dematerialised shareholders
 
on a delivery versus payment basis.
 
 
4. Shareholders will not be entitled to make any excess applications
 
for rights offer shares.
 
 
5. If you are a dematerialised PSG shareholder you are required to
 
notify your duly appointed CSDP or broker of your acceptance of the
 
rights offer in the manner and time stipulated in terms of the custody
 
agreement between yourselves. Dematerialised PSG shareholders are
 
advised to contact their CSDP or broker as early as possible to
 
establish the cut off time for their acceptance of the proposed rights
 
offer per the aforementioned custody agreement as this may be earlier
 
than the closing date of the rights offer.
 
 
6. The rights offer shares issued in terms of Paladin's rights offer
 
will not be registered for purposes of the rights offer with the
 
Securities and Exchange Commission, Washington, D.C., the Canadian
 
Provincial Securities Commission, or the Australian Securities
 
Commission under the Australian Corporation Law, as amended.
 
Accordingly, the rights offer will not be made to or be open for
 
acceptance by persons with registered addresses in the United States of
 
America or any of its territories, dependencies, possessions or
 
commonwealths or in the District of Columbia or in the Dominion of
 
Canada or in the Commonwealth of Australia, its states, territories or
 
possessions. The CSDP or broker will ensure that where such persons are
 
holding PSG ordinary shares in dematerialised form that the CSDP or
 
broker adheres to the above restrictions. To the extent that any such
 
persons are not entitled to participate in Paladin's rights offer as a
 
result of such restrictions, the allocated rights in respect of such
 
persons shall revert to PSG Group who shall be entitled to place same,
 
failing which such rights will lapse.
 
 
5. DOCUMENTATION
 
A cover letter to PSG shareholders, containing full details of the
 
rights offer, will be sent to PSG shareholders along with the
 
Paladin rights offer circular and same is anticipated to be posted
 
to PSG shareholders on or about Monday, 21 September 2009.
 
Stellenbosch
 
26 August 2009
 
Sponsor
 
PSG Capital (Pty) Limited
 
Date: 26/08/2009 07:50:58 Produced by the JSE SENS Department.
 
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