Launch Of Bookbuild Offering
PSG Group Limited
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
JSE share code: PSG
ISIN number: ZAE000013017
(“PSG Group”)
PSG Group hereby announces the launch of a bookbuild offering of new
ordinary shares constituting approximately 5% of its issued share capital,
to raise up to approximately R1 billion, subject to pricing that is
acceptable to PSG Group (the “Bookbuild”). Potential investors, including
the Public Investment Corporation, have already committed to subscribe for
up to R180 million of the capital to be raised in terms of the Bookbuild.
The proceeds of the Bookbuild will be used to fund PSG Group’s underlying
investments such as Curro (it is building 5 to 10 schools per year and has
numerous other opportunities available), Zeder (in order to fund existing
investments and for potential expansion in South Africa and Africa) and
for exploring further investment opportunities for PSG Private Equity. A
presentation containing more detail on the Bookbuild (including pricing)
is available on the homepage of our website at (“the
PSG Group Presentation”).
PSG Group believes that the Bookbuild should have the added benefit of
enhancing the liquidity of its shares.
The new ordinary shares will be issued by PSG Group under its general
authority to issue shares for cash.
The Bookbuild will be offered to qualifying investors only through a
bookbuild process and does not constitute, nor is intended to constitute,
an offer to the public to purchase or subscribe for any shares. The
process is set out in the PSG Group presentation.
The Bookbuild will open with immediate effect and is expected to close by
17h00 on Thursday, 5 June 2014. Pricing and allocations will be announced
as soon as practicable following the closing of the book.
PSG Capital is acting as Sole Bookrunner for the Bookbuild. For further
information, please contact Johan Holtzhausen on +27 (0)21 887 9602 or +27
(0)82 558 3623.
3 June 2014
Sole Bookrunner and Sponsor
PSG Capital
This announcement is restricted and is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into the
United States of America, Australia, Canada, Japan or any other
jurisdiction in which such release, publication or distribution would be
unlawful. This announcement is for information purposes only, does not
purport to be full or complete, is subject to change and shall not
constitute or form part of an offer or solicitation of an offer to
purchase or subscribe for securities in the United States of America or
any other jurisdiction. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
The Bookbuild Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold, directly or indirectly, in the United
States of America, absent registration or an exemption from, or
transaction not subject to, the registration requirements of the
Securities Act. There will be no public offer of the Bookbuild Shares in
the United States of America.
Neither this announcement nor the Bookbuild constitutes or is intended to
constitute an offer to the public in South Africa in terms of the South
African Companies Act 71 of 2008 (as amended) ("the South African
Companies Act"). In South Africa this announcement is only being
distributed to, and is only directed at, and any investment or investment
activity to which this announcement relates is available only to, and will
be engaged in only with, persons in South Africa who (i) fall within the
categories of persons set out in section 96(1)(a) of the South African
Companies Act or (ii) who are persons who subscribe, as principal, for
Bookbuild Shares at a minimum placing price of R1 000 000, as envisaged in
section 96(1)(b) of the South African Companies Act.
In member states of the European Economic Area (EEA) which have
implemented the Prospectus Directive (each, a Relevant Member State), this
announcement and any offer if made subsequently is directed exclusively at
persons who are qualified investors within the meaning of the Prospectus
Directive (Qualified Investors). For these purposes, the expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in a Relevant
Member State), and includes any relevant implementing measure in the
Relevant Member State.
In the United Kingdom this announcement is only being distributed to, and
is only directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged in
only with, Qualified Investors who are (i) investment professionals
falling with Article 19(5) of the UK Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or (iii)
other persons to whom it may otherwise be lawfully communicated (all such
persons together being referred to as relevant persons). Persons who are
not relevant persons should not take any action on the basis of this
announcement and should not act or rely on it.
This announcement has been issued by and is the sole responsibility of PSG
Group. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or
will be accepted by the bookrunner or by any of its affiliates or agents
as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks
(direct or indirect) which may be associated with an investment in the
securities. Any investment decision to acquire securities pursuant to the
Bookbuild must be made solely on the basis of publicly available
information. Any such information has not been independently verified by
the bookrunner.
The bookrunner is acting for PSG Group, and no one else, in connection
with the Bookbuild and will not be responsible to anyone other than PSG
Group for providing any protections offered to clients of the bookrunner,
nor for providing advice in relation to the Bookbuild.
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