| Wed 29 Apr 2009, 15:50 | | PSV - PSV Holdings Limited - Addendum to the Agreement Relating to the |
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PSV
PSV
PSV - PSV Holdings Limited - Addendum to the Agreement Relating to the
Acquisition of Engineered Linings (Proprietary) Limited ("Engineered
Linings") and Notice of General Meeting
PSV HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/004365/06)
JSE code: PSV
ISIN: ZAE000078705
("PSV" or "the company")
ADDENDUM TO THE AGREEMENT RELATING TO THE ACQUISITION OF ENGINEERED LININGS
(PROPRIETARY) LIMITED ("ENGINEERED LININGS") AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the announcement, dated 31 October 2007, ("the
announcement") which contained details of an agreement in terms of which PSV
purchased all the issued shares in and claims against Engineered Linings from
Bassap Services Investments (Proprietary) Limited, The Tidufran Trust, DH Roy,
WE Craig, PE Hardie and JDT Viljoen ("the vendors") ("the Agreement").
An addendum to the Agreement has been signed in terms of which the purchase
price has been adjusted slightly and the payment terms accelerated ("the
Addendum").
2. PAYMENT OF THE PURCHASE PRICE
In terms of the Addendum, the purchase price has increased by R232 932 from R42
179 997 to R42 412 929 and the third and fourth payments referred to in the
announcement have been consolidated into one final payment to the vendors of R15
202 922 to be discharged within seven days of the general meeting referred to in
paragraph 5 below in the following manner:
- R5 052 876 in cash; and
- the issue and allotment of 11 941 231 PSV shares at an issue price of 85
cents per share.
3. RATIONALE
Engineered Linings` comfortably exceeded their warranted profit targets for the
period ended 28 February 2009 and in order to expedite the integration of
Engineered Linings into the PSV Group, the remaining profit warranty obligations
were waived and the remaining payments due to the vendors of Engineered Linings
have thus become unconditional.
4. SHAREHOLDERS` APPROVAL IN TERMS OF SECTION 82 OF THE COMPANIES ACT
As the company`s shares do not have a par value and the issue price of 85 cents
per share is below PSV`s stated capital per share, the issue of the
aforementioned shares requires the approval of shareholders in terms of Section
82 of the Companies Act by way of a special resolution.
5. NOTICE OF GENERAL MEETING
Shareholders are advised that a notice of a general meeting to be held at Unit
419, Sam Green Road, Greenhills industrial Estate Tunney Ext 6, Germiston on
Friday, 22 May 2009 at 10h00 will be posted to them on or about 28 April 2009 in
order to approve the issue of the abovementioned shares to the vendors.
6. LISTING OF THE SHARES
An application will be made to the JSE Limited for the listing of the shares as
soon as possible after the general meeting.
Johannesburg
29 April 2009
Designated Adviser
Vunani Corporate Finance
Date: 29/04/2009 15:50:11 Produced by the JSE SENS Department.
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