PLD PSG
 
PSG/PLD - PSG Group Limited/Paladin Capital Limited - Confirmation of firm
 
intention, withdrawal of cautionary, posting of circular and notice of general
 
meeting
 
PSG GROUP LIMITED
 
INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA
 
(REGISTRATION NUMBER 1970/008484/06)
 
SHARE CODE: PSG
 
ISIN CODE: ZAE000013017
 
("PSG")
 
PALADIN CAPITAL LIMITED
 
Incorporated in the Republic of South Africa
 
(Registration number: 2007/032836/06)
 
Share code: PLD
 
ISIN: ZAE000138970
 
("PALADIN")
 
CONFIRMATION OF FIRM INTENTION, WITHDRAWAL OF CAUTIONARY, POSTING OF CIRCULAR
 
AND NOTICE OF GENERAL MEETING
 
CONFIRMATION OF FIRM INTENTION
 
Shareholders are referred to the joint detailed cautionary announcement
 
relating to, inter alia, the conditional intention of PSG's offer to acquire
 
100% of the issued ordinary shares in Paladin ("Conditional Intention"), which
 
constitutes a total of 108 295 409 Paladin shares not already held by PSG
 
through PSG Financial Services Limited ("Scheme Shares"), for either the share
 
consideration of 4 PSG shares for each 100 Scheme Shares disposed of in terms
 
of the Scheme or the cash consideration of 170 cents for each Scheme Share
 
disposed of ("the Scheme Consideration") in terms of a Scheme of Arrangement
 
("the Scheme"), as published on SENS on 13 July 2011 and in the press on 14
 
July 2011.
 
As stated in the aforementioned announcement, the Conditional Intention was
 
subject to the pre-condition that PSG shareholders placed sufficient shares
 
under the control of PSG directors in order to satisfy the Scheme
 
Consideration. At the general meeting of PSG shareholders held on 22 August
 
2011, PSG shareholders duly placed sufficient shares under the control of PSG
 
directors in order to satisfy the Scheme Consideration. Accordingly
 
shareholders are hereby advised that the Conditional Intention has become a
 
firm intention to make an offer.
 
PALADIN WITHDRAWAL OF CAUTIONARY
 
As the pre-condition to the Scheme has been fulfilled, Paladin shareholders
 
are hereby advised that caution is no longer required to be exercised by
 
Paladin shareholders when dealing in Paladin securities.
 
POSTING OF CIRCULAR
 
Paladin shareholders are hereby advised that a circular containing details of
 
the Scheme and incorporating a notice of a general meeting ("Circular") will
 
be posted to Paladin shareholders today and is available on Paladin's website
 
at www.paladincapital.co.za. Paladin shareholders are advised to review the
 
Circular for the terms and conditions to the Scheme.
 
NOTICE OF GENERAL MEETING OF PALADIN SHAREHOLDERS
 
Notice is hereby given that a general meeting of Paladin shareholders will be
 
held at 10h00 on Thursday, 22 September 2011 at 1st Floor, Ou Kollege
 
Building, 35 Kerk Street, Stellenbosch for the purpose of considering and, if
 
deemed fit, passing with or without modification, the resolutions set out in
 
the notice of the general meeting included in the Circular.
 
IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
 
The definitions and interpretations commencing on page 7 of the Circular shall
 
apply to these important dates and times relating to the Scheme set out below.
 
2011
 
Circular posted to Shareholders and notice convening Wednesday, 24 August
 
the General Meeting released on SENS on
 
Notice convening the General Meeting published in Thursday, 25 August
 
the South African press on
 
Last day to trade Paladin Shares in order to be Tuesday, 13 September
 
recorded in the Register on the Scheme Voting Record
 
Date on
 
Scheme Voting Record Date being 17h00 on Tuesday, 20 September
 
Proxy forms to be lodged at Transfer Secretaries by Wednesday, 21 September
 
10h00 on
 
Last date and time for Paladin Shareholders to give Thursday, 22 September
 
notice to Paladin objecting to the special
 
resolution approving the Scheme by 10h00 on
 
General Meeting to be held at 10h00 on Thursday, 22 September
 
Results of General Meeting released on SENS on Thursday, 22 September
 
Results of General Meeting published in the South Friday, 23 September
 
African press on
 
Last date for Paladin to send objecting Paladin Thursday, 6 October
 
Shareholders notices of the adoption of the special
 
resolution approving the Scheme on
 
Finalisation Date expected to be on Friday, 7 October
 
Finalisation Date announcement expected to be Friday, 7 October
 
released on SENS on
 
Finalisation Date announcement expected to be Monday, 10 October
 
published in the South African press on
 
Expected last day to trade Paladin Shares on the JSE Friday, 14 October
 
in order to be recorded in the Register to receive
 
the Scheme Consideration on
 
Suspension of listing of Paladin Shares at the Monday, 17 October
 
commencement of trade on the JSE expected to be on
 
Scheme Consideration Record Date to be recorded in Friday, 21 October
 
the Register in order to receive the Scheme
 
Consideration expected to be on or about
 
Final date for election of Scheme Consideration at Friday, 21 October
 
12h00 on
 
Expected Operative Date of the Scheme on Monday, 24 October
 
Payment or delivery of the Scheme Consideration Monday, 24 October
 
expected to be transferred electronically or posted
 
to certificated Scheme Participants (if form of
 
election, surrender and transfer (blue) contained in
 
the Circular and the Documents of Title are received
 
by the Transfer Secretaries on or before 12h00 on
 
the Scheme Consideration Record Date) on or about
 
Dematerialised Scheme Participants expected to have Monday, 24 October
 
their accounts held at their CSDP or Broker credited
 
with the Scheme Consideration on or about
 
Expected termination of listing of Paladin Shares on Tuesday, 25 October
 
the JSE's AltX Board at the commencement of trade on
 
or about
 
Notes:
 
1. The above dates and times are subject to such changes as may be agreed to
 
by Paladin and PSG and approved by the JSE and/or the Takeover Regulation
 
Panel, if required. If the Conditions Precedent are not met by Friday, 7
 
October 2011, an updated timetable will be released on SENS and published
 
in the South African press.
 
2. Shareholders should note that, as trade in Paladin Shares on the JSE is
 
settled through Strate, settlement of trades takes place five Business
 
Days after the date of such trades. Therefore, shareholders who acquire
 
Shares on the JSE after the last day to trade in Paladin Shares in order
 
to be recorded in the Register on the Scheme Voting Record Date will not
 
be entitled to vote at the General Meeting.
 
3. Paladin Shareholders who wish to exercise their Appraisal Rights are
 
referred to Annexure 7 to the Circular for purposes of determining the
 
relevant timing for the exercise of their Appraisal Rights.
 
4. Dematerialised Shareholders, other than those with "own-name"
 
registration, must provide their CSDP or Broker with their instructions
 
for voting at the General Meeting and election of Scheme Consideration by
 
the cut-off time and date stipulated by their CSDP or Broker in terms of
 
their respective Custody Agreements.
 
5. No dematerialisation or re-materialisation of Shares may take place from
 
the Business Day following the Scheme LDT.
 
6. If the General Meeting is adjourned or postponed, forms of proxy
 
submitted for the initial General Meeting will remain valid in respect of
 
any adjournment or postponement of the General Meeting.
 
7. Although the salient dates and times are stated to be subject to change,
 
such statement may not be regarded as consent or dispensation for any
 
change to time periods which may be required in terms of the Companies
 
Regulations, where applicable, and any such consents or dispensations
 
must be specifically applied for and granted.
 
8. All times referred to in the Circular are references to South African
 
time.
 
Stellenbosch
 
24 August 2011
 
Corporate advisor to Paladin and PSG and Sponsor to PSG: PSG Capital
 
(Proprietary) Limited
 
Legal advisor to Paladin and PSG: Cliffe Dekker Hofmeyr Incorporated
 
Designated advisor and Independent advisor to Paladin: Questco Sponsors
 
(Proprietary) Limited
 
Independent reporting accountants to PSG: PricewaterhouseCoopers Incorporated
 
Date: 24/08/2011 08:00:01 Produced by the JSE SENS Department.
 
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